CLEAR CHANNEL COMMUNICATIONS, INC.August 21, 2007

To the Shareholders of Clear Channel Communications, Inc.:

You are cordially invited to attend the special meeting of shareholders of Clear Channel Communications, Inc., a Texas corporation, atthe Airport Doubletree Hotel, 37 NE Loop 410, San Antonio, Texas 78216 on September 25, 2007, at 9:00 a.m., local time.

At the special meeting you will be asked to approve and adopt a merger agreement which provides for the merger of Clear Channelwith a subsidiary of CC Media Holdings, Inc., a corporation formed by private equity funds sponsored by Bain Capital Partners, LLC andThomas H. Lee Partners, L.P.

If the merger agreement is approved and adopted by our shareholders, each share of Clear Channel’s common stock will be converted at theeffective time of the merger into the right to receive either (1) $39.20 in cash, without interest, or (2) one share of Class A common stock ofHoldings, subject to certain limitations. Except as described in the enclosed proxy statement/prospectus, you will have the right to elect the formof merger consideration you receive with respect to all or a portion of the stock and options you hold. However, the number of shares of Class Acommon stock that you receive may be less than the number of shares you requested in the event that elections would require Holdings to issuemore than 30,612,245 shares of Class A common stock, or approximately 30% of the outstanding capital stock and voting power of Holdingsimmediately following the merger. In addition, you will not be allocated a number of Holdings Class A common stock shares representing morethan 9.9% of the outstanding common stock of Holdings immediately following the merger. In order to elect to receive the stock considerationyou must submit a completed form of election and letter of transmittal, together with the share certificates or book-entry sharesrepresenting such shares, by 5:00 p.m., New York City time, on September 24, 2007, the business day immediately preceding the date ofthe special meeting. Any shares of Clear Channel common stock and options that are not converted into stock consideration due to failure tovalidly elect stock consideration, or the limitations described above, will be converted into the cash consideration. All shareholders andoptionholders will also receive an additional cash payment if the merger is consummated after January 1, 2008.

Holdings Class A common stock issued in the merger will not be listed on any national securities exchange. Holdings has agreed,however, to file certain reports with the Securities and Exchange Commission for a period of two years following the closing of the merger.

After careful consideration, your board of directors by unanimous vote (excluding Messrs. Mark P. Mays, Randall T. Mays, L. LowryMays and B. J. McCombs, who recused themselves from the deliberations) has determined that the merger is in the best interests of ClearChannel and its unaffiliated shareholders, approved the merger agreement and recommends that the shareholders of Clear Channel vote“For” the approval and adoption of the merger agreement. Your board of directors’ recommendation is limited to the cash considerationto be received by shareholders in the merger. Your board of directors makes no recommendation as to whether any shareholdershould elect to receive the stock consideration and makes no recommendation regarding the Class A common stock of Holdings.

The accompanying proxy statement/prospectus provides you with detailed information about the proposed merger, the specialmeeting and Holdings. Please give this material your careful attention. You may also obtain more information about Clear Channel fromdocuments it has filed with the Securities and Exchange Commission.

Your vote is very important regardless of the number of shares you own. The merger cannot be completed unless holders of two-thirdsof the outstanding shares entitled to vote at the special meeting vote for the approval and adoption of the merger agreement. Remember,failing to vote has the same effect as a vote against the approval and adoption of the merger agreement. We would like you to attendthe special meeting; however, whether or not you plan to attend the special meeting, it is important that your shares be represented.

If you intend to vote by proxy, please complete, date, sign and return the enclosed proxy card. Please note that if you have previouslysubmitted a proxy card in response to Clear Channel’s prior solicitations, that proxy card will not be valid at this meeting and will not bevoted. If your shares are held in “street name,” you should check the voting instruction card provided by your broker to see which votingoptions are available and the procedures to be followed. If you hold shares through a broker or other nominee, you should follow theprocedures provided by your broker or nominee. Please complete and submit a validly executed proxy card for the special meeting,even if you have previously delivered a proxy. If you have any questions or need assistance in voting your shares, please call our proxysolicitor, Innisfree M&A Incorporated, toll free at (877) 456-3427.

Thank you for your continued support and we look forward to seeing you on September 25, 2007.

Sincerely,

Mark P. MaysChief Executive Officer

For a discussion of certain risk factors that you should consider in evaluating the transactions described above and an investmentin Holdings Class A common stock, see “Risk Factors” beginning on page 17 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under the accompanying proxy statement/prospectus, or determined the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus is dated August 21, 2007, and is first being mailed to shareholders on or about August 23, 2007.

CLEAR CHANNEL COMMUNICATIONS, INC.200 EAST BASSE ROAD

SAN ANTONIO, TEXAS 78209

NOTICE OF SPECIAL MEETING OF SHAREHOLDERSTO BE HELD ON SEPTEMBER 25, 2007

August 21, 2007

To the Shareholders of Clear Channel Communications, Inc.:

A special meeting of the shareholders of Clear Channel Communications, Inc., a Texas corporation, will beheld at the Airport Doubletree Hotel, 37 NE Loop 410, San Antonio, Texas 78216 on September 25, 2007, at9:00 a.m. local time, for the following purposes:

1. To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated asof November 16, 2006, by and among Clear Channel, BT Triple Crown Merger Co., Inc. (“Merger Sub”), BTriple Crown Finco, LLC and T Triple Crown Finco, LLC (together with B Triple Crown Finco, LLC, the“Fincos”), as amended by Amendment No. 1 thereto, dated April 18, 2007, by and among Clear Channel,Merger Sub and the Fincos, and as further amended by Amendment No. 2 thereto, dated May 17, 2007, by andamong Clear Channel, Merger Sub, the Fincos and CC Media Holdings, Inc. (as amended, the “mergeragreement”);

2. To consider and vote upon a proposal to adjourn or postpone the special meeting, if necessary orappropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting toapprove and adopt the merger agreement, as amended; and

3. To transact such other business that may properly come before the special meeting or any adjournmentor postponement thereof.

In accordance with Clear Channel’s bylaws, Clear Channel’s board of directors has fixed 5:00 p.m. EasternDaylight Time on August 20, 2007 as the record date for the purposes of determining shareholders entitled to noticeof and to vote at the special meeting and at any adjournment or postponement thereof. All shareholders of record arecordially invited to attend the special meeting in person.

The approval and adoption of the merger agreement requires the affirmative vote of two-thirds of the votesentitled to be cast at the special meeting by the holders of the outstanding shares of Clear Channel’s common stock.Whether or not you plan to attend the special meeting, Clear Channel urges you to vote your shares bycompleting, signing, dating and returning the enclosed proxy card as promptly as possible prior to the specialmeeting to ensure that your shares will be represented at the special meeting if you are unable to attend. If yousign, date and mail your proxy card without indicating how you wish to vote, your proxy will be voted on all mattersin accordance with the recommendation of the board of directors. If you fail to return a valid proxy card and do notvote in person at the special meeting, your shares will not be counted for purposes of determining whether a quorumis present at the special meeting. Remember, failing to vote has the same effect as a vote against the approvaland adoption of the merger agreement. Any shareholder attending the special meeting may vote in person, even ifhe or she has returned a proxy card; such vote by ballot will revoke any proxy previously submitted. However, if youhold your shares through a bank or broker or other custodian or nominee, you must provide a legal proxy issuedfrom such custodian or nominee in order to vote your shares in person at the special meeting.

Please note that this proxy statement/prospectus amends and restates all proxy statements and supplementspreviously distributed by Clear Channel with respect to the merger.

If you intend to vote by proxy, please complete, date, sign and return the enclosed proxy card. Please note thatif you have previously submitted a proxy card in response to Clear Channel’s prior solicitations, that proxy card willnot be valid at this meeting and will not be voted. If your shares are held in “street name,” you should check thevoting instruction card provided by your broker to see which voting options are available and the procedures to befollowed. If you hold shares through a broker or other nominee, you should follow the procedures provided by yourbroker or nominee. Please complete and submit a validly executed proxy card for the special meeting, even if

you have previously delivered a proxy. If you have any questions or need assistance in voting your shares, pleasecall our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 456-3427.

If you plan to attend the special meeting, please note that space limitations make it necessary to limitattendance to shareholders and one guest. Each shareholder may be asked to present valid picture iden-tification, such as a driver’s license or passport. Shareholders holding stock in brokerage accounts (“streetname” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the recorddate. Cameras (including cellular telephones with photographic capabilities), recording devices and otherelectronic devices will not be permitted at the special meeting. The special meeting will begin promptly at9:00 a.m., local time.

Shareholders who do not vote in favor of the approval and adoption of the merger agreement will have the rightto seek appraisal of the fair value of their shares if the merger is completed, but only if they submit a writtenobjection to the merger to Clear Channel before the vote is taken on the merger agreement and they comply with allrequirements of Texas law, which are summarized in the accompanying proxy statement/prospectus. Clear Channelurges that you to read the entire proxy statement/prospectus carefully.

By Order of the Board of Directors

Andrew W. LevinExecutive Vice President, Chief Legal Officer,and Secretary

San Antonio, Texas

TABLE OF CONTENTSPage

REFERENCES TO ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viQUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING . . . . . . . . . . viiCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION . . . . . . . . . . . xvSUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

The Parties to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Determination of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Determination of the Special Advisory Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Interests of Clear Channel’s Directors and Executive Officers in the Merger . . . . . . . . . . . . . . . . . . . . 4Opinion of Clear Channel’s Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Material United States Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Solicitation of Alternative Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Limited Guarantee of the Sponsors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Transaction Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Letter Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Clear Channel’s Stock Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Shares Held by Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Dissenters’ Rights of Appraisal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Stock Exchange Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Resale of Holdings Class A Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Description of Holdings’ Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Comparison of Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Management of Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Risks Relating to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Risks Relating to Ownership of Holdings Class A Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Risks Relating to Clear Channel’s Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . 30Clear Channel Summary Historical Consolidated Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Unaudited Pro Forma Condensed Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

CONTRACTUAL OBLIGATIONS, INDEBTEDNESS AND DIVIDEND POLICY FOLLOWING THEMERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Contractual Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

DESCRIPTION OF BUSINESS OF HOLDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OF CC MEDIA HOLDINGS, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46BOARD OF DIRECTORS AND MANAGEMENT OF HOLDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Current Board of Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Anticipated Board of Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Biographies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

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Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Compensation and Governance Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . 50Independence of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Compensation of our Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51Overview and Objectives of Clear Channel’s Compensation Program . . . . . . . . . . . . . . . . . . . . . . . 51Compensation Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51Elements of Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52Base Salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52Annual Incentive Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Long-Term Incentive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Executive Benefits and Perquisites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Change-in-Control and Severance Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Tax and Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Deductibility of Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Corporate Services Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Employment Agreements with Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Potential Post-Employment Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57Holdings Equity Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

THE PARTIES TO THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61CC Media Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61Clear Channel Communications, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61B Triple Crown Finco, LLC and T Triple Crown Finco, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61BT Triple Crown Merger Co., Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

THE SPECIAL MEETING OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Time, Place and Purpose of the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Who Can Vote at the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Vote Required for Adoption of the Merger Agreement; Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Voting By Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Submitting Proxies Via the Internet or by Telephone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63Adjournments or Postponements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64Background of the Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

Determination of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84Determination of the Special Advisory Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Recommendation of the Clear Channel Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

Interests of Clear Channel’s Directors and Executive Officers in the Merger . . . . . . . . . . . . . . . . . . . . . . 89Treatment of Clear Channel Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89Treatment of Clear Channel Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91Equity Rollover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92New Equity Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93New Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93Board of Director Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94Indemnification and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

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Voting Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94CERTAIN AFFILIATE TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97FINANCING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

Financing of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98Equity Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98Debt Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

OPINION OF CLEAR CHANNEL’S FINANCIAL ADVISOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100Present Value of Transaction Price Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102Analysis at Various Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102Present Value of Future Stock Price Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103Discounted Cash Flow Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Recapitalization Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105Sum-of-the-Parts Analyses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . 108Material United States Federal Income Tax Consequences to U.S. Holders . . . . . . . . . . . . . . . . . . . . . 109

ACCOUNTING TREATMENT OF TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112REGULATORY APPROVALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

Hart-Scott-Rodino . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112FCC Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

STOCK EXCHANGE LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113RESALE OF HOLDINGS CLASS A COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113MERGER RELATED LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115

Effective Time; Marketing Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115Effects of the Merger; Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116Rollover by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116Treatment of Common Stock and Other Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

Clear Channel Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116Clear Channel Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118Clear Channel Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

Election Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119Proration Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119Exchange and Payment Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121Conduct of Clear Channel’s Business Pending the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124FCC Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126Appropriate Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127Solicitation of Alternative Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128Indemnification; Directors’ and Officers’ Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131Independent Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132Transaction Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132Conduct of the Fincos’ Business Pending the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

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Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

Clear Channel Termination Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135Merger Sub Termination Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137Limited Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137Letter Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137MARKET PRICES OF CLEAR CHANNEL COMMON STOCK AND DIVIDEND DATA . . . . . . . . . . 138DELISTING AND DEREGISTRATION OF CLEAR CHANNEL COMMON STOCK . . . . . . . . . . . . . . 138SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . 139HOLDINGS’ STOCK OWNERSHIP AFTER THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140DESCRIPTION OF HOLDINGS’ CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141Voting Rights and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142Distribution of Assets Upon Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142Split, Subdivision or Combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142Certain Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142Change in Number of Shares Authorized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143Restrictions on Stock Ownership or Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143Requests for Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143Denial of Rights, Refusal to Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143

COMPARISON OF SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145Voting on Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146Antitakeover Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146Amendment of Certificate of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147Amendment of Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148Actions Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148Nomination of Director Candidates by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148Number of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149Limitation of Liability of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149Indemnification of Officers and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151Dividends and Repurchases of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152Inspection of Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

DISSENTERS’ RIGHTS OF APPRAISAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

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Other Business at the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155Multiple Shareholders Sharing One Address . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

WHERE YOU CAN FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155Annex A — Agreement and Plan of Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1Annex B — Amendment No. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1Annex C — Amendment No. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1Annex D — Voting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1Annex E — Opinion of Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1Annex F — Article 5.12 of the Texas Business Corporations Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about ClearChannel Communications, Inc. from other documents that are not included in, or delivered with, this proxystatement/prospectus. You can obtain documents related to Clear Channel Communications, Inc. that are incor-porated by reference in this proxy statement/prospectus, without charge, by requesting them in writing or bytelephone from either:

Clear Channel Communications, Inc. Innisfree M&A Incorporated200 East Basse Road 501 Madison Avenue

San Antonio, TX 78209 20th Floor

(210) 832-3315 New York, NY 10022

Attention: Investor Relations Department (877) 456-3427

For information on where to obtain copies of such documents on the internet, see “Where You Can FindAdditional Information” elsewhere in this proxy statement/prospectus supplement. Please note that copies of thedocuments provided to you will not include exhibits to the filings, unless those exhibits have specifically beenincorporated by reference in this proxy statement/prospectus.

In order to ensure timely delivery of requested documents, any request should be made no later thanSeptember 18, 2007, which is five business days prior to the special meeting.

For information on submitting your proxy, please refer to the instructions on the enclosed proxy card.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the proposedmerger and the special meeting. These questions and answers may not address all questions that may be importantto you as a shareholder of Clear Channel Communications, Inc. To fully understand the proposed merger, pleaserefer to the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to thisproxy statement/prospectus and the documents referred to or incorporated by reference in this proxy statement/prospectus.

Unless otherwise stated or the context otherwise requires, all references in this proxy statement/prospectus to“Holdings,” “we,” “our,” “ours,” and “us” refer to CC Media Holdings, Inc., references to “Merger Sub” refer toBT Triple Crown Merger Co., Inc., references to “Clear Channel” refer to Clear Channel Communications, Inc.and its subsidiaries and references to the “Fincos” refer to B Triple Crown Finco, LLC and T Triple Crown Finco,LLC. In addition, unless otherwise stated or unless the context otherwise requires, all references in this proxystatement/prospectus to the “original merger agreement” refer to the Agreement and Plan of Merger, dated as ofNovember 16, 2006, by and among Clear Channel, Merger Sub and the Fincos, prior to amendment, all referencesto the “merger agreement” refer to the original merger agreement as amended by Amendment No. 1, dated April 18,2007, among Clear Channel, Merger Sub and the Fincos, and as amended by Amendment No. 2, dated May 17,2007, among Clear Channel, Merger Sub, the Fincos and Holdings and all references to the “merger” refer to themerger contemplated by the merger agreement. Copies of the Agreement and Plan of Merger, Amendment No. 1 andAmendment No. 2 are attached as Annex A, Annex B and Annex C to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: What is the proposed transaction?

A: The proposed transaction is the merger of Clear Channel with Merger Sub, a company formed by privateequity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. In the merger,Merger Sub will merge with and into Clear Channel and Clear Channel will be the surviving corporation andwill become an indirect subsidiary of Holdings. Depending upon the number of shares of Class A commonstock of Holdings which unaffiliated shareholders and optionholders elect to receive in the merger as part ofthe merger consideration, up to 30% of the outstanding capital stock and voting power of Holdings will beheld by former Clear Channel unaffiliated shareholders and optionholders immediately following the merger.

Q: What will I receive for my shares of Clear Channel common stock in the merger?

A: You may elect one of the following options for each share of Clear Channel common stock you hold on therecord date:

Option 1 (which we refer to as a “Cash Election”): $39.20 per share cash consideration, without interest(which we refer to as the “Cash Consideration”); or

Option 2 (which we refer to as a “Stock Election”): one share of Class A common stock of Holdings(which we refer to as the “Stock Consideration”).

You may make a Cash Election or Stock Election (on a share-by-share basis) for each share of common stockyou own as of the record date (including shares issuable on conversion of outstanding options), subject to theprocedures, deadlines, prorations and Individual Cap described below.

A Stock Election is purely voluntary. You are not required to make a Stock Election. A Stock Election is aninvestment decision which involves significant risks. The Clear Channel board of directors makes norecommendation as to whether you should make a Stock Election and makes no recommendationregarding the Class A common stock of Holdings. For a discussion of risks associated with the ownershipof Holdings Class A common stock see “Risk Factors” beginning on page 17 of this proxy statement/prospectus.

The Stock Election will only be available to unaffiliated shareholders and optionholders. The Stock Electionis not available to directors and executive officers of Clear Channel. In addition, shares and options held by

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directors or employees of Clear Channel who have separately agreed to convert such shares or options intoequity securities of Holdings in the merger will not affect the number of shares of Holdings Class A commonstock available for issuance as stock consideration.

Q: What will I receive for my options to purchase Clear Channel common stock in the merger?

A: A holder of options (whether vested or unvested) to purchase Clear Channel common stock as of the recorddate may make a Stock Election or a Cash Election with respect to the number of shares of common stockissuable upon exercise of the options, less the number of shares having a value (based on the CashConsideration) equal to the exercise price payable on such issuance plus any required tax withholding. Ifa holder of options does not make a valid Stock Election, then each such outstanding option which remainsoutstanding and unexercised as of the effective time of the merger (except as otherwise agreed by the Fincos,Holdings, Clear Channel and the holder of such Clear Channel stock option), will automatically become fullyvested and convert into the right to receive a cash payment, without interest and less any applicablewithholding tax, equal to the product of (A) the excess, if any, of the Cash Consideration over the exerciseprice per share of such option and (B) the number of shares of Clear Channel common stock issuable uponexercise of such Clear Channel stock option.

Q: How will restricted shares of Clear Channel common stock be treated in the merger?

A: Each restricted share of Clear Channel common stock that is outstanding as of the time of the merger, whethervested or unvested (except as otherwise agreed by the Fincos and a holder of Clear Channel restricted stock),will automatically become fully vested and will be treated the same as all other shares of common stockoutstanding at the time of the merger.

Q: Will I receive additional consideration if the merger closes after January 1, 2008?

A: Yes. Regardless of whether you make a Stock Election or Cash Election, if the merger occurs after January 1,2008, you will also receive an additional cash payment for each share, which we refer to as the “AdditionalConsideration,” equal to the lesser of:

• the pro rata portion, based upon the number of days elapsed since January 1, 2008, of $39.20 multiplied by8% per annum, or

• an amount equal to (a) the operating cash flow of Clear Channel and its subsidiaries for the period from andincluding January 1, 2008 through and including the last day of the last month preceding the closing date ofthe merger for which financial statements are available at least ten (10) calendar days prior to the closingdate of the merger less dividends paid or declared with respect to the foregoing period and amountscommitted or paid to purchase equity interests in Clear Channel or derivatives thereof with respect to thatperiod (but only to the extent that those dividends or amounts are not deducted from the operating cash flowfor Clear Channel and its subsidiaries for any prior period) divided by (b) the sum of the number ofoutstanding shares of Clear Channel common stock (including outstanding restricted shares) plus thenumber of shares of Clear Channel common stock issuable pursuant to convertible securities of ClearChannel outstanding at the closing date of the merger with exercise prices less than the Cash Consideration.See “The Merger Agreement — Treatment of Common Stock and Other Securities” beginning on page 116of this proxy statement/prospectus.

Your election to receive Cash Consideration or Stock Consideration will not affect your right to receive theAdditional Consideration if the merger does not close before January 1, 2008. The total amount of CashConsideration, Stock Consideration and Additional Consideration paid in the merger is referred to in thisproxy statement/prospectus as the “Merger Consideration.”

Q: If I make a Stock Election, will I be issued fractional shares of Class A common stock of Holdings in themerger?

A: No. If you make a Stock Election, you will not receive any fractional share in the merger. Instead, you will bepaid cash for any fractional share you would have otherwise received as Stock Consideration based upon the

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Cash Consideration price of $39.20 per share, taking into account all shares of common stock and all optionsfor which you elected Stock Consideration.

Q: Is there an individual limit on the number of shares of Clear Channel common stock and options topurchase Clear Channel stock that may be exchanged for Class A common stock of Holdings by eachClear Channel shareholder or optionholder?

A: Yes. No holder of Clear Channel common shares or options who makes a Stock Election, may receive sharesthat would represent more than 9.9% of the outstanding Class A common stock of Holdings immediatelyfollowing the merger, which we refer to as the “Individual Cap.” Any shares of common stock or options thatare not converted into Stock Consideration due to the Individual Cap will be reallocated to other shareholdersor optionholders who have made an election to receive Stock Consideration but have not reached theirIndividual Cap. Any shares that are not converted into Stock Consideration as a result of the Individual Capwill be converted into Cash Consideration.

Q: Is there an aggregate limit on the number of shares of Clear Channel common and options to purchaseClear Channel common stock that may be exchanged for Class A common stock of Holdings in themerger?

A: Yes. The merger agreement provides that no more than 30,612,245 shares of common stock (including sharesissuable upon conversion of outstanding options), in the aggregate, or approximately 6% of the outstandingshares of Clear Channel common stock (including shares issuable upon exercise of outstanding options) at therecord date, may be converted into shares of Holdings Class A common stock. If all 30,612,245 shares ofcommon stock are converted into shares of Class A common stock of Holdings, they will representapproximately 30% of the outstanding capital stock and voting power of Holdings immediately followingthe merger.

Q: What happens if Clear Channel shareholders or optionholders elect to exchange more than30,612,245 shares of common stock (including shares issuable upon conversion of outstanding options)for shares of Class A common stock of Holdings?

A: If Clear Channel shareholders and optionholders make Stock Elections covering more than 30,612,245 sharesof common stock, then each shareholder and/or optionholder making a Stock Election will receive aproportionate allocation of shares of Class A common stock of Holdings based on the number of shares ofcommon stock (including shares issuable upon conversion of outstanding options) for which such holder hasmade a Stock Election compared to the total number of shares of common stock (including shares issuableupon conversion of outstanding options) for which all holders have made Stock Elections. The prorationprocedures are designed to ensure that no more than 30,612,245 shares of Holdings Class A common stockare allocated to unaffiliated shareholders and/or optionholders of Clear Channel pursuant to the StockElections. Any shares that will not be converted into Stock Consideration as a result of cutback or prorationwill be converted into Cash Consideration, and all stock certificates or book-entry shares representing suchshares will be returned to you.

Q: Will the shares of Class A common stock of Holdings be listed on a national securities exchange?

A: No. Shares of Holdings Class A common stock will not be listed on the New York Stock Exchange, which werefer to as the “NYSE,” or any other national securities exchange. It is anticipated that, following the merger,the shares of Holdings Class A common stock will be quoted on the Over-the-Counter Bulletin Board.Holdings has agreed to register the Class A common stock under the Securities Exchange Act of 1934, asamended, which we refer to as the “Exchange Act,” and to file periodic reports (including reports onForm 10-K, 10-Q and 8-K) for at least two years following the merger.

Q: How and when do I make a Stock Election or Cash Election?

A: A form of election and a letter of transmittal will be mailed with this proxy statement/prospectus to allshareholders as of the record date. Additional copies of the form of election and the letter of transmittal maybe obtained from our proxy solicitor, Innisfree M&A Incorporated, which we refer to as “Innisfree,” bycalling toll free at (877) 456-3427. Clear Channel will also make a copy of the form of election and letter of

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transmittal available on its website at www.clearchannel.com/Investors. You should carefully review andfollow the instructions in the letter of transmittal, which will include information regarding the return of theform of election, the letter of transmittal, and any shares for which you have made a Stock Election for holdersof shares of common stock held in “street name” through a bank, broker or other custodian or nominee. Theform of election and the letter of transmittal will need to be properly completed, signed and delivered prior to5:00 p.m., New York City time, on September 24, 2007, the business day immediately preceding the date ofthe special meeting.

Q: Can I revoke my form of election after I have submitted it to the paying agent?

A: You may revoke your form of election and withdraw all or any portion of the shares submitted with your letterof transmittal and file a new form of election at any time prior to 5:00 p.m., New York City time, onSeptember 24, 2007, the business day immediately preceding the date of the special meeting, by submitting awritten notice of revocation to the paying agent or a new form of election, in each case, together with a noticeof withdrawal. Revocations must specify the name in which your shares are registered on the stock transferbooks of Clear Channel and such other information as the paying agent may request. If you wish to submit anew election, you must do so in accordance with the election procedures described in this proxy statement/prospectus and the form of election and include a letter of transmittal with any shares which were notpreviously submitted. If you instructed a broker to submit an election for your shares, you must follow yourbroker’s directions for changing those instructions. Whether you revoke your election by submitting a writtennotice of revocation or by submitting a new form of election and notice of withdrawal, the notice or new formof election must be received by the paying agent by the election deadline of 5:00 p.m., New York City time, onSeptember 24, 2007, the business day immediately preceding the date of the special meeting, in order for therevocation to be valid. From and after such time, the elections will be irrevocable and you may no longerchange or revoke your election or withdraw your shares.

Q: What happens if I don’t make an election?

A: If you do not make an election with respect to any of your shares of Clear Channel common stock or options topurchase Clear Channel common stock, you will be deemed to have made a Cash Election with respect tosuch shares.

Q: What happens if I transfer my shares of Clear Channel common stock before the special meeting?

A: The record date of the special meeting is earlier than the meeting date and earlier than the expected closing ofthe merger. If you transfer your shares of common stock after the record date, you will retain your right to votethe shares at the special meeting, but will have transferred your right to receive the merger consideration.

Q: May I submit a form of election even if I do not vote to approve and adopt the merger agreement?

A: Yes. You may submit a form of election even if you vote against the approval and adoption of the mergeragreement or abstain or do not register any vote with respect to the approval and adoption of the mergeragreement. However, all forms of election to be valid must be submitted prior to 5:00 p.m., New York Citytime, on September 24, 2007, the business day immediately preceding the date of the special meeting,together with a letter of transmittal and the certificates or book-entry shares representing the shares of ClearChannel common stock for which you make a Stock Election.

Q: Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my shares?

A: Yes. If you hold Clear Channel common stock, you are entitled to appraisal rights under Texas law inconnection with the merger if you meet certain conditions, which are described under the caption “Dis-senters’ Rights of Appraisal” beginning on page 152 of this proxy statement/prospectus.

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Q: When do you expect the merger to be completed?

A: We anticipate that the merger will be completed by the end of 2007, assuming satisfaction or waiver of all ofthe conditions to the merger. However, because the merger is subject to certain conditions the exact timingand likelihood of the completion of the merger cannot be predicted. Unless amended after the date hereof, themerger agreement is subject to termination by either party after December 12, 2007 if the merger has not beenconsummated, except that under certain circumstances that date may be extended until June 12, 2008.

Q: What happens if the merger is not consummated?

A: If the approved merger is not completed for any reason, shareholders and optionholders will not receive anypayment for their shares and/or options in connection with the merger. Clear Channel will remain anindependent public company, shares of Clear Channel common stock will continue to be listed and traded onthe NYSE and options will remain outstanding (subject to their terms). Any certificates for shares or optionsand any book-entry shares delivered together with the form of election and letter of transmittal will bereturned at no cost to you. Under specified circumstances, Clear Channel may be required to pay the Fincos atermination fee of up to $500 million or reimburse the Fincos for up to $45 million of their out-of-pocketexpenses as described in this proxy statement/prospectus under the caption “The Merger Agreement —Termination Fees.”

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q: Where and when is the special meeting?

A: The special meeting will be held at the Airport Doubletree Hotel, 37 NE Loop 410, San Antonio, Texas 78216on September 25, 2007, at 9:00 a.m., local time.

Q: What matters will be voted on at the special meeting?

A: You will be asked to consider and vote on the following proposals:

• to approve and adopt the merger agreement.

• to approve the adjournment or postponement of the special meeting, if necessary or appropriate to solicitadditional proxies if there are insufficient votes at the time of the special meeting to approve and adopt themerger agreement.

Q: How does Clear Channel’s board of directors recommend that I vote on the approval and adoption ofthe merger agreement?

A: Clear Channel’s board of directors by unanimous vote (excluding Messrs. Mark P. Mays, Randall T. Mays, L.Lowry Mays and B. J. McCombs who recused themselves from the deliberations), recommends that you vote:

• “FOR” the approval and adoption of the merger agreement; and

• “FOR” the adjournment/postponement proposal.

Q: Who is entitled to vote at the special meeting?

A: All holders of Clear Channel common stock as of the record date are entitled to vote at the special meeting, orany adjournments or postponements thereof. As of the record date there were 497,946,171 shares of ClearChannel common stock outstanding and entitled to vote, held by approximately 3,134 holders of record. Eachholder of Clear Channel common stock is entitled to one vote for each share the stockholder held as of therecord date.

Q: What constitutes a quorum?

A: The presence, in person or by proxy, of shareholders holding a majority of the outstanding shares of ClearChannel common stock on the record date is necessary to constitute a quorum at the special meeting.

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Q: What vote of Clear Channel’s shareholders is required to approve and adopt the merger agreement?

A: For us to complete the merger, shareholders holding two-thirds of the outstanding shares of Clear Channelcommon stock on the record date must vote “FOR” the approval and adoption of the merger agreement, witheach share having a single vote for these purposes. Only votes cast “FOR” the merger proposal constituteaffirmative votes. Abstentions are counted for quorum purposes, but since they are not votes cast “FOR” themerger proposal, they will have the same effect as a vote “AGAINST” the merger proposal. Accordingly,failure to vote or an abstention will have the same effect as a vote “AGAINST” the approval and adoption ofthe merger agreement.

Q: What vote of Clear Channel’s shareholders is required to approve the proposal to adjourn or postponethe special meeting, if necessary or appropriate, to solicit additional proxies?

A: The proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additionalproxies requires the affirmative vote of shareholders holding a majority of the outstanding shares of ClearChannel common stock present or represented by proxy at the special meeting and entitled to vote on thematter. Only votes cast “FOR” the adjournment/postponement proposal constitute affirmative votes. Absten-tions are counted for quorum purposes, but since they are not votes cast “FOR” the adjournment/postpone-ment proposal, they will have the same effect as a vote “AGAINST” the adjournment proposal. Broker non-votes are also counted for quorum purposes, but will not count as shares present and entitled to vote to adjournor postpone the meeting. As a result, broker non-votes will have no effect on the vote to adjourn or postponethe special meeting.

Q: How can I vote my shares in person at the special meeting?

A: Shares held directly in your name as the shareholder of record may be voted by you in person at the specialmeeting. If you choose to do so, please bring the enclosed proxy card and proof of identification. Even if youplan to attend the special meeting, we recommend that you also submit your proxy as described below so thatyour vote will be counted if you later decide not to attend the special meeting. If you vote your shares inperson at the special meeting any previously submitted proxies will be revoked. Shares held in “street name”may be voted in person by you at the special meeting only if you obtain a signed proxy from the stockholder ofrecord giving you the right to vote the shares. Your vote is important. Accordingly, we urge you to sign andreturn the accompanying proxy card whether or not you plan to attend the special meeting.

If you plan to attend the special meeting, please note that space limitations make it necessary to limitattendance to shareholders and one guest. Admission to the special meeting will be on a first-come, first-served basis. Registration and seating will begin at 7:30 a.m. Each shareholder may be asked to present validpicture identification issued by a government agency, such as a driver’s license or passport. Shareholdersholding stock in street name will need to bring a copy of a brokerage statement reflecting stock ownership asof the record date. Cameras (including cellular telephones with photographic capabilities), recording devicesand other electronic devices will not be permitted at the special meeting.

Q: How can I vote my shares without attending the special meeting?

A: Whether you hold shares of Clear Channel common stock directly as the shareholder of record or beneficiallyin street name, when you return your proxy card or voting instructions accompanying this proxy statement/prospectus, properly signed, the shares represented will be voted in accordance with your direction unless yousubsequently revoke such proxy or vote in person at the special meeting, as described above.

Q: If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A: Your broker will not vote your shares on your behalf unless you provide instructions to your broker on how tovote. You should follow the directions provided by your broker regarding how to instruct your broker to voteyour shares. Without those instructions, your shares will not be voted, which will have the same effect asvoting “AGAINST” the approval and adoption of the merger agreement.

Q: What do I need to do now?

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A: We urge you to read this proxy statement/prospectus carefully, including its annexes and the informationincorporated by reference, and to consider how the merger affects you. If you are a shareholder as of therecord date, then you can ensure that your shares are voted at the special meeting by completing, signing,dating and returning each proxy card in the postage-paid envelope provided, or if you hold your sharesthrough a broker or bank, by submitting your proxy by telephone or the Internet prior to the special meeting.

Q: If I have previously submitted a proxy, is it still valid?

A: No. If you have previously submitted a proxy card in response to Clear Channel’s prior solicitations, theseproxy cards will not be valid at this meeting and will not be voted. If your shares are held in “street name,” youshould check the voting instruction card provided by your broker to see which voting options are availableand the procedures to be followed. If you hold shares through a broker or other nominee, you should followthe procedures provided by your broker or nominee. Please complete and submit a validly executed proxycard for the special meeting, even if you have previously delivered a proxy. If you have any questions orneed assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at(877) 456-3427.

Q: How do I revoke or change my vote?

A: You can change your vote at any time before your proxy is voted at the special meeting. You may revoke yourproxy by notifying Clear Channel in writing or by submitting a later-dated new proxy by mail to ClearChannel c/o Innisfree M&A Incorporated at 501 Madison Avenue, 20th Floor, New York, NY 10022. Inaddition, your proxy may be revoked by attending the special meeting and voting in person. However, simplyattending the special meeting will not revoke your proxy. If you hold your shares in “street name” and haveinstructed a broker to vote your shares, the above-described options for changing your vote do not apply, andinstead you must follow the instructions received from your broker to change your vote.

Q: What does it mean if I get more than one proxy card or vote instruction card?

A: If your shares are registered differently and are in more than one account, you will receive more than one card.Please sign, date and return all of the proxy cards you receive (or if you hold your shares of Clear Channelcommon stock through a broker or bank by telephone or the Internet prior to the special meeting) to ensurethat all of your shares are voted.

Q: What if I return my proxy card without specifying my voting choices?

A: If your proxy card is signed and returned without specifying choices, the shares will be voted as recom-mended by the Board.

Q: Who will bear the cost of this solicitation?

A: The expenses of preparing, printing and mailing this proxy statement/prospectus and the proxies solicitedhereby will be borne by Clear Channel. Additional solicitation may be made by telephone, facsimile or othercontact by certain directors, officers, employees or agents of Clear Channel, none of whom will receiveadditional compensation therefor. Clear Channel will, upon request, reimburse brokerage houses and othercustodians, nominees and fiduciaries for their reasonable expenses for forwarding material to the beneficialowners of shares held of record by others. The Fincos, directly or through one or more affiliates orrepresentatives, may at their own cost, also, make additional solicitation by mail, telephone, facsimile orother contact in connection with the merger.

Q: Will a proxy solicitor be used?

A: Yes. Clear Channel has engaged Innisfree to assist in the solicitation of proxies for the special meeting andClear Channel estimates that it will pay Innisfree a fee of approximately $50,000. Clear Channel has alsoagreed to reimburse Innisfree for reasonable administrative and out-of-pocket expenses incurred in con-nection with the proxy solicitation and indemnify Innisfree against certain losses, costs and expenses. TheFincos have engaged Georgeson Inc. to assist them in any solicitation efforts they may decide to make inconnection with the merger and it is expected that they will pay Georgeson a fee of approximately $50,000.The Fincos have also agreed to reimburse Georgeson for reasonable administrative and out-of-pocket

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expenses incurred in connection with the proxy solicitation and indemnify Georgeson against certain losses,costs and expenses.

QUESTIONS

If you have additional questions about the merger or other matters discussed in this proxy statement/prospectusafter reading this proxy statement/prospectus, please contact our proxy solicitor, Innisfree, at:

Innisfree M&A Incorporated501 Madison Avenue

20th FloorNew York, NY 10022

Shareholders Call Toll-Free: (877) 456-3427Banks and Brokers Call Collect: (212) 750-5833

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement/prospectus, and the documents to which we refer you to in this proxy statement/prospectus, contain “forward-looking” statements based on estimates and assumptions. Forward-looking state-ments include information concerning possible or assumed future results of operations of Holdings and ClearChannel, the expected completion and timing of the merger and other information relating to the merger. There are“forward-looking” statements throughout this proxy statement/prospectus, including, among others, under theheadings “Questions and Answers About the Merger and the Special Meeting,” “Summary,” “The Merger,”“Opinion of Clear Channel’s Financial Advisor,” “Regulatory Approvals,” and “Merger Related Litigation,” and instatements containing the words “believes,” “estimates,” “expects,” “anticipates,” “intends,” “contemplates,”“may,” “will,” “could,” “should,” or “would” or other similar expressions.

You should be aware that forward-looking statements involve known and unknown risks and uncertainties.Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannotassure you that the actual results or developments we anticipate will be realized, or even if realized, that they willhave the expected effects on the business or operations of Holdings and Clear Channel. These forward-lookingstatements speak only as of the date on which the statements were made and we expressly disclaim any obligation torelease publicly any updates or revisions to any forward-looking statements included in this proxy statement/prospectus or elsewhere.

In addition to other factors and matters contained or incorporated in this document, the following factors couldcause actual results to differ materially from those discussed in the forward-looking statements:

• the financial performance of Clear Channel through the date of the completion of the merger;

• the satisfaction of the closing conditions set forth in the merger agreement;

• the possibility that the parties will be unable to obtain the approval of Clear Channel’s shareholders andregulatory approvals;

• the possibility that the merger may involve unexpected costs;

• the occurrence of any event, change or other circumstance that could give rise to the termination of themerger agreement, including a termination under circumstances that could require Clear Channel to pay atermination fee in the amount of $200 million or $500 million;

• the outcome of any legal proceedings instituted against Holdings, Clear Channel and others in connectionwith the proposed merger;

• the failure to obtain the necessary debt financing arrangements set forth in the commitment letters receivedin connection with the merger;

• the impact of planned divestitures;

• the failure of the merger to close for any reason;

• the effect of the announcement of the merger on Clear Channel’s customer relationships, operating resultsand business generally;

• business uncertainty and contractual restrictions that may exist during the pendency of the merger;

• changes in interest rates;

• any significant delay in the expected completion of the merger;

• the amount of the costs, fees, expenses and charges related to the merger and the final terms of the financingsthat will be obtained for the merger;

• diversion of management’s attention from ongoing business concerns;

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• the need to allocate significant amounts of Clear Channel’s cash flow to make payments on Clear Channel’sindebtedness, which in turn could reduce Clear Channel’s financial flexibility and ability to fund otheractivities;

and other risks set forth in Clear Channel’s current filings with the SEC, including Clear Channel’s most recentfilings on Forms 10-Q and 10-K. See “Where You Can Find Additional Information” on page 155 of this proxystatement/prospectus. All forward-looking statements should be evaluated with the understanding of their inherentuncertainty.

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SUMMARY

This summary highlights selected information from the proxy statement/prospectus and may not contain all ofthe information that may be important to you. Accordingly, we encourage you to read carefully this entire proxystatement/prospectus, its annexes and the documents referred to or incorporated by reference in this proxystatement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectuswithout charge by following the instructions under “Where You Can Find Additional Information” beginning onpage 155 of this proxy statement/prospectus.

We encourage you to read the merger agreement, including Amendment No. 1 and Amendment No. 2,carefully, in their entirety, because they are the legal documents that govern the parties’ agreement pursuant towhich Clear Channel will be recapitalized by means of a merger of Merger Sub with and into Clear Channel. Thedescription in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by the mergeragreement and does not purport to contain all of the information about the merger agreement that may be importantto you. Each item in this summary includes a page reference directing you to a more complete description of thatitem.

The Parties to the Merger(See “The Parties to the Merger” onpage 61)

Holdings is a newly formed Delaware corporation and was organizedby private equity funds sponsored by Bain Capital Partners, LLC orThomas H. Lee Partners, L.P. solely for the purpose of entering intothe merger agreement and consummating the transactions contem-plated by the merger agreement. Holdings has not engaged in anybusiness except activities incidental to its organization and in con-nection with the transactions contemplated by the merger agreement.As of the date of this proxy statement/prospectus, Holdings does nothave any assets or liabilities other than as contemplated by the mergeragreement.

Clear Channel, incorporated in 1974, is a diversified media companywith three reportable business segments: radio broadcasting, Americasoutdoor advertising (consisting of operations in the United States,Canada and Latin America) and international outdoor advertising.Clear Channel owns over 1,100 radio stations and a leading nationalradio network operating in the United States. In addition, ClearChannel has equity interests in various international radio broadcast-ing companies. Clear Channel also owns or operates more than195,000 national and 717,000 international outdoor advertising dis-play faces. Additionally, Clear Channel owns or programs 51 televi-sion stations and owns a full-service media representation firm thatsells national spot advertising time for clients in the radio and tele-vision industries throughout the United States. Clear Channel isheadquartered in San Antonio, Texas, with radio stations in majorcities throughout the United States.

Each Finco is a newly formed Delaware limited liability company.B Triple Crown Finco, LLC was formed by a private equity fundsponsored by Bain Capital Partners, LLC and T Triple Crown Finco,LLC was formed by a private equity fund sponsored by Thomas H. LeePartners, L.P., in each case, solely for the purpose of entering into themerger agreement and effecting the merger and the transactions relatedto the merger.

Merger Sub is a newly formed Delaware corporation and an indirectwholly owned subsidiary of Holdings. Merger Sub was organizedsolely for the purpose of entering into the merger agreement andconsummating the transactions contemplated by the merger

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agreement. Merger Sub has not engaged in any business exceptactivities incidental to its organization and in connection with thetransactions contemplated by the merger agreement. As of the date ofthis proxy statement/prospectus, Merger Sub does not have any assetsor liabilities other than as contemplated by the merger agreement.

The Merger(See “The Merger Agreement” onpage 115)

The merger agreement provides that Merger Sub will be merged withand into Clear Channel. Each outstanding share of the common stock,par value $0.10 per share, of Clear Channel will be converted into theright to receive either (1) the Cash Consideration, or (2) the StockConsideration, subject to pro rata adjustment if the election to receivethe Stock Consideration is oversubscribed and cutback if a holderwould otherwise receive shares of Holdings Class A common stockrepresenting more than 9.9% of the outstanding common stock ofHoldings immediately following the merger. The shares of commonstock of Clear Channel which may be converted into the right toreceive the Stock Consideration or the Cash Consideration, which werefer to as the “Public Shares,” include restricted shares, but excludeshares held in the treasury of Clear Channel or owned by Merger Subor Holdings immediately prior to the effective time of the merger,shares held by shareholders who do not vote in favor of the approvaland adoption of the merger agreement and who properly demand andperfect appraisal rights in accordance with Texas law, if any, andequity securities which are subject to agreements between certaindirectors or employees of Clear Channel and the Fincos pursuant towhich such shares and options are to be converted into equity secu-rities of Holdings in the merger.

In addition, each holder of options to purchase Clear Channel commonstock as of the record date shall have the right to make an election toconvert all or any portion of such options into such number of shares ofClear Channel common stock, which we refer to as the “Net ElectingOption Shares,” which would be issuable if such options were exer-cised net of a number of option shares having a value (based on theCash Consideration) equal to the exercise price for such option sharesand any required tax withholding. Each holder of Net Electing OptionShares will have the right to make a Stock Election for such NetElecting Option Shares (subject to the limitations described below).

In addition, if the merger becomes effective after January 1, 2008,each holder of a Public Share and/or a Net Electing Option Share at theeffective time of the merger (whether converted into the right toreceive the Stock Consideration or the Cash Consideration) will alsohave the right to receive an amount in cash equal to the AdditionalConsideration.

Effects of the Merger(See “The Merger Agreement — Effectsof the Merger; Structure” on page 116)

If the merger agreement is adopted by Clear Channel’s shareholdersand the other conditions to closing are satisfied, Merger Sub willmerge with and into Clear Channel. The separate corporate existenceof Merger Sub will cease, and Clear Channel will continue as thesurviving corporation. Upon completion of the merger, your PublicShares and/or Net Electing Option Shares will be converted into theright to receive the Cash Consideration or Stock Consideration, inaccordance with your election, unless you have properly exercisedyour appraisal rights. The surviving corporation will become an

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indirect wholly owned subsidiary of Holdings and you will cease tohave any ownership interest in the surviving corporation, any rights asits shareholder and you will no longer have any interest in ClearChannel’s future earnings or growth (other than through your own-ership of shares of Holdings Class A common stock (if any)).

Following completion of the merger, Clear Channel’s common stockwill be delisted from the NYSE and will no longer be publicly tradedand all Clear Channel stock options will cease to be outstanding. Inaddition, following completion of the merger, the registration of ClearChannel common stock and Clear Channel’s reporting obligationswith respect to Clear Channel common stock under the Exchange Actwill be terminated upon application to SEC. Holdings has agreed toregister the Class A common stock under the Exchange Act and to fileperiodic reports for at least two years following the merger.

Determination of the Board of Directors(See “The Merger — Reasons for theMerger — Determination of the Board ofDirectors” on page 84)

Board of Directors. Clear Channel’s board of directors by unani-mous vote (excluding Messrs. Mark P. Mays, Randall T. Mays, L.Lowry Mays and B.J. McCombs who recused themselves from thedeliberations), recommends that you vote “FOR” the approval andadoption of the merger agreement. The board of directors (i) deter-mined that the merger is in the best interests of Clear Channel and itsunaffiliated shareholders, (ii) approved, adopted and declared advis-able the merger agreement and the transactions contemplated by themerger agreement, (iii) recommended that the shareholders of ClearChannel vote in favor of the merger and directed that such matter besubmitted for consideration of the shareholders of Clear Channel at thespecial meeting and (iv) authorized the execution, delivery and per-formance of the merger agreement and the transactions contemplatedby the merger agreement. The board of directors’ recommendationis based on the Cash Consideration to be received by the share-holders in the merger. The board of directors makes no recom-mendation as to whether any shareholder should make a StockElection and makes no recommendation regarding the Class Acommon stock of Holdings.

Determination of the Special AdvisoryCommittee(See “The Merger — Reasons for theMerger — Determination of the SpecialAdvisory Committee” on page 88)

Special Advisory Committee. The special advisory committee is acommittee formed by the disinterested members of Clear Channel’sboard of directors comprised of three disinterested and independentmembers of Clear Channel’s board of directors. The special advisorycommittee was formed for the purpose of (i) prior to execution of theoriginal merger agreement, providing its assessment, after receivingthe advice of its legal and financial advisors, as to the fairness of theterms of the original merger agreement, and (ii) following execution ofthe original merger agreement, in the event Clear Channel receives aproposal from a third party seeking to acquire or purchase ClearChannel, which proposal satisfies certain conditions described onpages 128 and 129 of this proxy statement/prospectus, which we referto as a “Competing Proposal,” providing its assessment, after receiv-ing advice of its legal and financial advisors, as to the fairness and/orsuperiority of the terms of the Competing Proposal and the continuingfairness of the terms of the original merger agreement. The process forpursuing, and all negotiations with respect to, the merger agreementwere not directed by the special advisory committee but rather were

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directed by the disinterested members of the board of directors as agroup. The special advisory committee engaged its own legal andfinancial advisors in connection with its assessment of the fairness ofthe terms of the original merger agreement. On November 15, 2006,the special advisory committee unanimously determined that theterms of the original merger agreement were fair to Clear Channel’sunaffiliated shareholders. The special advisory committee was notrequested by the disinterested members of the board of directors toseparately assess Amendment No. 1 or Amendment No. 2, as neitherconstituted a Competing Proposal. The special advisory committeedid not make any determination as to the fairness of the terms of themerger agreement, the Stock Consideration or the Cash Consideration,as amended by Amendment No. 1 or Amendment No. 2.

Interests of Clear Channel’s Directorsand Executive Officers in the Merger(See “The Merger — Interests of ClearChannel’s Directors and ExecutiveOfficers in the Merger” on page 89)

In considering the recommendation of the board of directors withrespect to the merger agreement, you should be aware that some ofClear Channel’s directors and executive officers have interests in themerger that are different from, or in addition to, the interests of holdersof Clear Channel common stock generally. These interests include thetreatment of shares (including restricted shares) and options held bythe directors and officers, as well as indemnification and insurancearrangements with officers and directors, change in control severancebenefits that may become payable to certain officers, employmentagreements and an equity ownership in Holdings if the merger isconsummated. As of July 27, 2007, directors and executive officersheld unvested options with an aggregate value of $8,858,200 andrestricted stock with an aggregate value of $41,294,534, each of whichwould fully vest in connection with the merger. In addition, Herbert W.Hill, Jr., Andrew W. Levin and Donald D. Perry could receive aggre-gate estimated potential cash severance benefits of $2,230,127 in theevent that such executive officers are terminated without “cause” orresign for “good reason” between November 16, 2006 and the datewhich is one year following the effective time of the merger. Theseinterests also include the terms of a letter agreement entered into bythe Fincos and Messrs. L. Lowry Mays, Mark P. Mays, Randall T.Mays in connection with the merger agreement (as supplemented inconnection with Amendment No. 2), which provides for, among otherthings, the conversion of equity securities of Clear Channel held byeach of Messrs. Mark P. Mays and Randall T. Mays into equitysecurities of Holdings, the terms of a new equity incentive plan forClear Channel’s employees and new employment agreements for eachof Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays, whichwill be effective upon consummation of the merger. These interests, tothe extent material, are described below under “The Merger — Inter-ests of Clear Channel’s Directors and Executive Officers in theMerger.” The board of directors was aware of these interests andconsidered them, among other matters, in approving the mergeragreement and the merger.

Opinion of Clear Channel’s FinancialAdvisor(See “Opinion of Clear Channel’sFinancial Advisor” on page 100)

Goldman, Sachs & Co., which we refer to as “Goldman Sachs,”delivered its oral opinion to the Clear Channel board of directors,which was subsequently confirmed in its written opinion datedMay 17, 2007, that, as of such date, and based upon and subject tothe factors and assumptions set forth therein, the cash consideration of

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$39.20 per Public Share that the holders of Public Shares can elect toreceive pursuant to the merger agreement was fair from a financialpoint of view to such holders.

The full text of the written opinion of Goldman Sachs, dated May 17,2007, which sets forth the assumptions made, procedures followed,matters considered and limitations on the review undertaken in con-nection with the opinion, is attached as Annex E to this proxy state-ment/prospectus. We encourage you to read the Goldman Sachsopinion carefully in its entirety. Goldman Sachs provided its opinionfor the information and assistance of the Clear Channel board ofdirectors in connection with its consideration of the merger. GoldmanSachs’ opinion is not a recommendation as to how any holder of sharesof Clear Channel common stock should vote or make any election withrespect to the merger. Pursuant to an engagement letter between ClearChannel and Goldman Sachs, Clear Channel has agreed to payGoldman Sachs a transaction fee of approximately $50 million, ofwhich $15 million was paid upon signing of the definitive agreementand approximately $35 million is payable upon consummation of themerger. See “Opinion of Clear Channel’s Financial Advisor” begin-ning on page 100. The board of directors was aware that a significantportion of the transaction fee was payable upon consummation of themerger and considered it, among other matters, in approving themerger agreement and the merger.

Financing(See “Financing” on page 98)

Equity Financing. Pursuant to replacement equity commitment let-ters signed in connection with Amendment No. 2 to the mergeragreement, Bain Capital Fund IX and THL Partners Fund VI, whichwe refer to as the Sponsors, have severally agreed to purchase (eitherdirectly or indirectly through one or more intermediate entities) up toan aggregate of $3.94 billion of equity securities of Holdings and tocause all or a portion of such cash to be contributed to Merger Sub asneeded for the merger and related transactions (including payment ofcash merger consideration to Clear Channel shareholders, repaymentof certain Clear Channel debt, and payment of certain transaction feesand expenses), which we refer to as “Equity Financing.” Each of theequity commitments will be reduced by half of the amount of StockConsideration elected by Clear Channel shareholders (that is, anaggregate reduction equal to $39.20 multiplied by the number ofshares of Class A common stock of Holdings issued in the merger).The equity commitment letters entered into in connection withAmendment No. 2 superseded the equity commitment letters previ-ously delivered.

Debt Financing. In connection with Amendment No. 2, Merger Suband the Fincos have obtained debt financing commitments to provideup to $22.125 billion in aggregate debt financing, which is currentlyanticipated to consist of (i) senior secured credit facilities in anaggregate principal amount of $18.525 billion, (ii) a receivablesbacked credit facility with a maximum availability of $1.0 billion,and (iii) a senior bridge facility in an aggregate principal amount of upto $2.6 billion to finance, in part, the payment of the merger consid-eration, the repayment or refinancing of certain of our debt outstand-ing on the closing date of the merger and the payment of fees and

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expenses in connection with the merger, refinancing, financing andrelated transactions and, after the closing date of the merger, toprovide for ongoing working capital, refinance other debt and generalcorporate purposes.

The debt financing commitments are not conditioned on, nor do theyrequire or contemplate, the acquisition of the outstanding publicshares of Clear Channel Outdoor Holdings, Inc. The debt financingcommitments do not require or contemplate any changes to theexisting cash management and intercompany arrangements betweenClear Channel and Clear Channel Outdoor, the provisions of which aredescribed in Clear Channel Outdoor’s SEC filings. The consummationof the merger will not permit Clear Channel Outdoor to terminatethese arrangements and Clear Channel may continue to use the cashflows of Clear Channel Outdoor for its own general corporate pur-poses pursuant to the terms of the existing cash management andintercompany arrangements between Clear Channel and Clear Chan-nel Outdoor, which may include making payments on the new debtfinancing.

The debt financing arrangements are subject to change (whether as aresult of market conditions or otherwise) and the debt financingsdescribed above or any other debt financings remain subject tonegotiation and completion of definitive documentation. Accordingly,since the final terms, structures and amounts of the actual debtfinancing arrangements have not been agreed upon and may not bedetermined until shortly before the effective time of the merger, thefinal terms, structures and amounts of any or all of the actual debtfinancing arrangements may materially differ from those describedabove. See “Financing — Debt Financing” beginning on page 98.

Regulatory Approvals(See “Regulatory Approvals” on page 112)

Under the Communications Act of 1934, as amended, which we referto as the “Communications Act,” Clear Channel and the Fincos maynot complete the merger unless they have first obtained the approval ofthe Federal Communications Commission, which we refer to as the“FCC,” to transfer control of Clear Channel’s FCC licenses to affil-iates of the Fincos. FCC approval is sought through the filing ofapplications with the FCC, which are subject to public comment andobjections from third parties. Pursuant to the merger agreement, theparties filed on December 12, 2006 the applications to transfer controlof Clear Channel’s FCC licenses to affiliates of the Fincos. On June 19,2007, Clear Channel filed applications to place certain of its FCClicenses into a divestiture trust to facilitate closing of the merger incompliance with FCC media ownership rules. The parties anticipatethat FCC approval of the merger can be obtained by the late thirdquarter or early fourth quarter of 2007. The timing or outcome of theFCC approval process, however, cannot be predicted.

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, asamended, which we refer to as the “HSR Act,” and the rules promul-gated thereunder, Clear Channel cannot complete the merger until itnotifies and furnishes information to the Federal Trade Commissionand the Antitrust Division of the U.S. Department of Justice, and theapplicable waiting period has expired or been terminated. The partieshave had discussions with the Antitrust Division of the Department of

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Justice in anticipation of making their required Hart-Scott-Rodinofilings, although the filings have not yet been submitted.

The merger is also subject to review by the governmental authorities ofvarious other jurisdictions under the antitrust, communication andinvestment review laws of those jurisdictions.

Material United States Federal IncomeTax Consequences(See “Material United States FederalIncome Tax Consequences” on page 108)

The material U.S. federal income tax consequences of the merger to aparticular U.S. holder of Clear Channel common stock will depend onthe form of consideration received by the U.S. holder in exchange forits Clear Channel common stock and, in the opinion of Ropes & GrayLLP, will be as follows.

A U.S. holder who exchanges shares of Clear Channel common stocksolely for cash in the merger will recognize gain or loss in the amountequal to the difference between the amount of cash received and theU.S. holder’s tax basis in the shares of Clear Channel common stockexchanged in the merger.

A U.S. holder who exchanges Clear Channel common stock solely forshares of Holdings Class A common stock will not recognize any gainor loss on the exchange.

A U.S. holder who exchanges its shares of Clear Channel commonstock for a combination of Holdings Class A common stock and cashwill be treated as having disposed of its shares of Clear Channelcommon stock in two separate transactions. In one transaction, ClearChannel will be deemed to have redeemed a portion of such U.S.holder’s shares of Clear Channel common stock for cash, and suchU.S. holder will recognize gain or loss in an amount equal to thedifference between the amount of cash deemed received by such U.S.holder in the deemed redemption and the U.S. holder’s tax basis in theshares of Clear Channel common stock deemed to be so redeemed. Inthe other transaction, the U.S. holder will be deemed to haveexchanged the remaining portion of such holder’s shares of ClearChannel common stock for Holdings Class A common stock and cash.In this deemed exchange transaction, the U.S. holder will not recog-nize any loss and will recognize gain, if any, equal to the lesser of(x) the cash received in the deemed exchange and (y) the gain realizedon the deemed exchange. The gain realized on the deemed exchangewill equal the excess of the fair market value of the Holdings Class Acommon stock and the cash received in the deemed exchange oversuch U.S. holder’s tax basis in the shares of Clear Channel commonstock surrendered in the deemed exchange. As more fully discussed in“Material United States Federal Income Tax Consequences,” therelative number of shares of Clear Channel common stock disposedof by a U.S. holder in the deemed redemption transaction and thedeemed exchange transaction, respectively, will depend on the numberof shares of Holdings Class A common stock received by such holderin the merger and the extent to which the cash consideration in themerger is attributable to equity financing at the Holdings level or othersources.

Following the closing of the merger, Holdings will provide eachU.S. holder with sufficient information to determine (i) the numberof shares of Clear Channel stock disposed of by such U.S. holder in

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each of the deemed redemption transaction and the deemed exchangetransaction, (ii) the amount of cash such U.S. holder received in thedeemed redemption transaction and (iii) the number of shares ofHoldings Class A common stock and the amount of cash suchU.S. holder received in the deemed exchange transaction. Such infor-mation will not be ascertainable until after the closing of the merger.

Conditions to the Merger(See “The Merger Agreement —Conditions to the Merger” on page 133)

Before the merger can be completed, a number of conditions must besatisfied. These conditions include:

• approval and adoption of the merger agreement by Clear Channel’sshareholders;

• the expiration or termination of any applicable waiting period underthe HSR Act and any applicable foreign antitrust laws;

• no governmental authority having enacted any law or order makingthe merger illegal or otherwise prohibiting the consummation of themerger;

• the receipt of the approval of the FCC to transfer control of ClearChannel’s FCC licenses to affiliates of the Fincos, which we refer toas the “FCC Consent”;

• the performance, in all material respects, by all parties to the mergeragreement of their respective agreements and covenants in themerger agreement, and the representations and warranties of ClearChannel, the Fincos, Holdings and Merger Sub in the mergeragreement being true and correct, subject to certain “MaterialAdverse Effect” qualifications (as defined on page 123 of this proxystatement/prospectus);

• the Fincos’ delivery to Clear Channel at the closing of a solvencycertificate; and

• the non-occurrence of any change, effect or circumstance that hashad or would reasonably be expected to have a material adverseeffect on the business, operations, results of operations or financialcondition of Clear Channel and its subsidiaries taken as a whole,subject to certain exceptions.

If a failure to satisfy one of these conditions to the obligations of ClearChannel to complete the merger is not considered by Clear Channel’sboard of directors to be material to its shareholders, the board ofdirectors could waive compliance with that condition. Clear Channel’sboard of directors is not aware of any condition to the merger thatcannot be satisfied. Under Texas law, after the merger agreement hasbeen approved and adopted by Clear Channel’s shareholders, theMerger Consideration cannot be changed and the merger agreementcannot be altered in a manner adverse to Clear Channel’s shareholderswithout re-submitting the revisions to Clear Channel’s shareholdersfor their approval. To the extent that either party to the merger waivesany material condition to the merger and such change in the terms ofthe transaction renders the disclosure previously provided to ClearChannel’s shareholders materially misleading, Clear Channel willrecirculate this proxy statement/prospectus to and resolicit proxiesfrom its shareholders.

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Solicitation of Alternative Proposals(See “The Merger Agreement —Solicitation of Alternative Proposals” onpage 128)

Following execution of the merger agreement and until 11:59 p.m.,Eastern Standard Time, on December 7, 2006, Clear Channel waspermitted to initiate, solicit and encourage a Competing Proposal fromthird parties (including by way of providing access to non-publicinformation and participating in discussions or negotiations regarding,or taking any other action to facilitate a Competing Proposal). Duringthis period 22 parties were contacted, including 16 potential strategicbuyers and 6 private equity firms (2 of which had previously beencontacted, but had not entered into confidentiality agreements). ClearChannel did not receive any Competing Proposals from the parties thatwere contacted or any other person prior to 11:59 p.m. EasternStandard Time on December 7, 2006.

From and after 11:59 p.m., Eastern Standard Time, on December 7,2006 Clear Channel has agreed not to:

• initiate, solicit, or knowingly facilitate or encourage the submissionof any inquiries proposals or offers with respect to a CompetingProposal (including by way of furnishing information);

• participate in any negotiations regarding, or furnish to any personany information in connection with, any Competing Proposal;

• engage in discussions with any person with respect to any Com-peting Proposal;

• approve or recommend any Competing Proposal;

• enter into any letter of intent or similar document or any agreementor commitment providing for any Competing Proposal;

• otherwise cooperate with, or assist or participate in, or knowinglyfacilitate or encourage any effort or attempt by any person (otherthan the Fincos or their representatives) with respect to, or whichwould reasonably be expected to result in, a Competing Proposal; or

• exempt any person from the restrictions contained in any statetakeover or similar law or otherwise cause such restrictions notto apply to any person or to any Competing Proposal.

From and after 11:59 p.m. Eastern Standard Time on December 7,2006 Clear Channel agreed to:

• immediately cease and cause to be terminated any solicitation,encouragement, discussion or negotiation with any persons con-ducted prior to November 16, 2006 with respect to any actual orpotential Competing Proposal; and

• with respect to parties with whom discussions or negotiations havebeen terminated on, prior to or subsequent to November 16, 2006,use its reasonable best efforts to obtain the return or the destructionof, in accordance with the terms of the applicable confidentialityagreement, any confidential information previously furnished by it.

Notwithstanding these restrictions, at any time prior to the approval ofthe merger agreement by Clear Channel shareholders, if Clear Chan-nel receives a written Competing Proposal that Clear Channel’s boardof directors determines in good faith, after consultation with ClearChannel’s outside legal counsel and financial advisors, constitutes a

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proposal that satisfies certain criteria described on page 130 of thisproxy statement/prospectus and is on terms more favorable to theholders of Clear Channel’s common stock from a financial point ofview than the terms set forth in the merger agreement or any otherproposal made by the Fincos, which we refer to as a “SuperiorProposal,” Clear Channel may, subject to certain conditions:

• furnish information to the third party making the CompetingProposal; and

• engage in discussions or negotiations with the third party withrespect to the Competing Proposal.

In addition, Clear Channel may terminate the merger agreement andenter into a definitive agreement with respect to a Competing Proposalif it receives a bona fide written Competing Proposal that ClearChannel’s board of directors determines in good faith, after consul-tation with Clear Channel’s outside counsel and financial advisors, is aSuperior Proposal (after giving effect to any adjustments to the termsof the merger agreement offered by the Fincos) and if Clear Channel’sboard of directors determines in good faith, after consultation with theClear Channel’s outside counsel, that the failure to take such actionwould reasonably be expected to be a breach of the board of directors’fiduciary duties under applicable law.

Termination(See “The Merger Agreement —Termination” on page 134)

Clear Channel and the Fincos may agree to terminate the mergeragreement without completing the merger at any time. The mergeragreement may also be terminated in certain other circumstances,including (in each case subject to certain limitations and exceptions):

• by either the Fincos or Clear Channel, if:

• the closing of the merger has not occurred on or before Decem-ber 12, 2007, the date that is 12 months from the date on which allapplications necessary to obtain the FCC Consent have been filed,which we refer to as the “FCC Filing Date,” except that undercertain conditions that date may be extended by Clear Channel orthe Fincos to June 12, 2008, the date that is 18 months from theFCC Filing Date, which we refer to as the “Termination Date”;

• any governmental entity has issued an order, decree or ruling ortaken any other action permanently restraining, enjoining orotherwise prohibiting the merger and that order or other actionis final and non-appealable;

• Clear Channel’s shareholders do not approve and adopt themerger agreement at the special meeting or any postponementor adjournment thereof;

• there is a material breach by the non-terminating party of any ofits representations, warranties, covenants or agreements in themerger agreement that would result in the failure of certainclosing conditions and that breach has not been cured within30 days following delivery of written notice by the terminatingparty;

• by Clear Channel, if on or prior to the last day of an agreed periodduring which, among other things, the Fincos have certain financial

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information about Clear Channel, as described on page 115 of thisproxy statement/prospectus, which we refer to as the “MarketingPeriod,” none of Merger Sub, Holdings or the surviving corporationhas received the proceeds of the financings sufficient to consum-mate the merger;

• by Clear Channel, if, prior to the approval and adoption of themerger agreement by the shareholders of Clear Channel, the boardof directors has concluded in good faith, after consultation withoutside legal and financial advisors, that a Competing Proposal is aSuperior Proposal;

• by the Fincos, if the board of directors changes, qualifies, withdrawsor modifies in a manner adverse to the Fincos its recommendationthat the Clear Channel’s shareholders approve and adopt the mergeragreement, or fails to reconfirm its recommendation within fivebusiness days of receipt of a written request from the Fincos; or

• by the Fincos, if the board of directors fails to include in the proxystatement/prospectus distributed to the shareholders of Clear Chan-nel, its recommendation that Clear Channel’s shareholders approveand adopt the merger agreement.

Termination Fees(See “The Merger Agreement —Termination Fees” on page 135)

The merger agreement provides that, upon termination of the mergeragreement under specified circumstances, Clear Channel will berequired to pay the Fincos a termination fee of $500 million. Thesecircumstances include a termination of the merger agreement by:

(i) Clear Channel in order to accept a Superior Proposal;

(ii) the Fincos, if the board of directors, (a) changes its recommen-dation to Clear Channel’s shareholders that they approve and adopt themerger agreement, (b) fails to reconfirm its recommendation, or(c) fails to include its recommendation in this proxy statement/prospectus;

(iii) the Fincos or Clear Channel, if Clear Channel’s shareholders donot approve and adopt the merger agreement at the special meeting, solong as prior to the special meeting, a Competing Proposal has beenpublicly announced or made to known to Clear Channel and notwithdrawn at least two business days prior to the special meeting andwithin 12 months of the termination of the merger agreement ClearChannel enters into a definitive proposal with respect to, or consum-mates, any Competing Proposal; or

(iv) the Fincos, if the Fincos are not in material breach of theirobligations under the merger agreement and if Clear Channel haswillfully and materially breached its representations, warranties andobligations under the merger agreement, which breach has not beencured within 30 days, and prior to the date of termination of the mergeragreement Clear Channel enters into a definitive agreement withrespect to any Competing Proposal.

The merger agreement further provides that Clear Channel will berequired to pay the Fincos a termination fee of $200 million, but only ifthe $500 million termination fee that is payable under the

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circumstances described above is not otherwise payable, if the mergeragreement is terminated by:

(i) the Fincos or Clear Channel, if any governmental entity has issuedan order, decree or ruling or taken any other action permanentlyrestraining, enjoining or otherwise prohibiting the merger and thatorder or other action is final and non-appealable;

(ii) the Fincos or Clear Channel, if Clear Channel’s shareholders donot approve and adopt the merger agreement at the special meeting orany postponement or adjournment thereof; or

(iii) the Fincos, if the Fincos are not in material breach of theirobligations under the merger agreement and if Clear Channel haswillfully and materially breached its representations, warranties andobligations under the merger agreement, which breach has not beencured within 30 days; and

within twelve (12) months after such termination (i) Clear Channel orany of its subsidiaries consummates a transaction based on a proposalsubmitted by certain agreed third parties (we refer to such third partiesas “Contacted Parties” and such a proposal as a “Contacted PartiesProposal”), (ii) Clear Channel or any of its subsidiaries enters into adefinitive agreement with respect to a Contacted Party Proposal, or(iii) one or more Contacted Parties acting alone or as a group (asdefined in Section 13(d) of the Exchange Act, with certain excep-tions), commences a tender offer with respect to a Contacted PartyProposal, and, in the case of each of clause (ii) and (iii) above,subsequently consummates (whether during or after such twelve(12) month period) such Contacted Party Proposal (all as describedon page 136 of this proxy/prospectus).

The merger agreement provides that, upon termination of the mergeragreement under specified circumstances Merger Sub will be requiredto pay Clear Channel a termination fee as follows:

(i) if Clear Channel or the Fincos terminate the merger agreement,because the effective time of the merger has not occurred on or beforethe Termination Date and the terminating party has not breached inany material respect its obligations under the merger agreement thatproximately caused the failure to consummate the merger on or beforethe Termination Date, all conditions to the Fincos’ and Merger Sub’sobligation to consummate the merger have been satisfied, other thanconditions relating to the expiration or termination of any applicablewaiting period under the HSR Act or the receipt of the FCC Consent,then Merger Sub will pay to Clear Channel a termination fee of$600 million in cash; however, if the only condition that has not beensatisfied is the receipt of the FCC Consent and Merger Sub, the Fincosand each attributable investor have carried out their respective obli-gations relating to obtaining that consent, the termination fee will be$300 million in cash;

(ii) if Clear Channel terminates the merger agreement, due to theFincos and Merger Sub having willfully and materially breached orfailed to perform in any material respect any of their representations,warranties, or obligations under the merger agreement such that

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certain closing condition would not be satisfied, which breach has notbeen cured within 30 days and all conditions to the Fincos’ and MergerSub’s obligation to consummate the merger have been satisfied, otherthan conditions relating to the expiration or termination of any appli-cable waiting period under the HSR Act or the receipt of the FCCConsent, then Merger Sub will pay to Clear Channel a termination feeof $600 million in cash; however, if the only condition that has notbeen satisfied is the receipt of the FCC Consent and Merger Sub, theFincos and each attributable investor have carried out their respectiveobligations relating to obtaining that consent, the termination fee willbe $300 million in cash;

(iii) if Clear Channel terminates the merger agreement due to theFincos’ failure to effect the closing because of a failure to receiveadequate proceeds from one or more of the financings contemplatedby the financing commitments on or prior to the last day of theMarketing Period or the Fincos’ breach or failure to perform in anymaterial respects, upon a willful and material breach by Merger Suband/or the Fincos, of any of their representations, warranties andcovenants such that certain closing conditions would not be satisfiedand such breach has not been cured within 30 days following deliveryof written notice by Clear Channel, then Merger Sub will be requiredto pay Clear Channel a termination fee equal to $500 million.

In the event that the merger agreement is terminated (i) by ClearChannel or the Fincos because of the failure to obtain the approval ofClear Channel’s shareholders at the special meeting or any adjourn-ment or postponement thereof or (ii) by the Fincos due to a willful ormaterial breach of the merger agreement by Clear Channel, and atermination fee is not otherwise then payable by Clear Channel underthe merger agreement, Clear Channel has agreed to pay reasonableout-of-pocket fees and expenses incurred by the Fincos, Merger Suband Holdings in connection with the merger agreement and this proxystatement/prospectus, not to exceed an amount equal to $45 million. IfClear Channel becomes obligated to pay a termination fee under themerger agreement after payment of the expenses, the amount previ-ously paid to the Fincos as expenses will be credited toward thetermination fee amount payable by Clear Channel.

Limited Guarantee of the Sponsors(See “The Merger Agreement — LimitedGuarantees” on page 137)

In connection with Amendment No. 2, each of the Sponsors and ClearChannel entered into a substitute limited guarantee pursuant to which,among other things, each of the Sponsors is providing Clear Channel aguarantee of payment of its pro rata portion of the termination feespayable by Merger Sub. The limited guarantees entered into in con-nection with Amendment No. 2 superseded the limited guaranteespreviously delivered by Sponsors.

Transaction Fees(See “The Merger Agreement —Transaction Fees” on page 132)

As part of the merger agreement, the Fincos have agreed that thetransaction fees paid to or to be paid to the Fincos or their affiliates inconnection with the closing of the merger will not exceed$87.5 million. Other than those fees, unless otherwise approved byHolding’s independent directors after the closing of the merger, noneof Holdings or any of its subsidiaries will pay management, transac-tion, monitoring or any other fees to the Fincos or their affiliatesexcept pursuant to an arrangement whereby the holders of shares of

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Holdings Class A common stock are made whole for any portion ofsuch fees paid by Holdings or any of its subsidiaries.

Letter Agreements(See “The Merger Agreement — LetterAgreements” on page 137)

Concurrently with the execution of the Amendment No. 2, the Fincosand Lowry Mays, Mark P. Mays, Randall T. Mays and each othermember of Clear Channel’s board of directors entered into a letteragreement pursuant to which each director has agreed to exchange allClear Channel common stock, Clear Channel stock options andrestricted stock awards (other than the shares and options held bydirectors and officers of Clear Channel who have agreed to convertsuch shares or options into equity securities of Holdings in the merger,which will not affect the number of shares of Holdings Class Acommon stock available for issuance as Stock Consideration) whichthey beneficially hold for Cash Consideration.

Clear Channel’s Stock Price(See “Market Prices of Clear ChannelCommon Stock and Dividend Data” onpage 138)

Clear Channel common stock is listed on the NYSE under the tradingsymbol “CCU.” On October 24, 2006, which was the last trading dayimmediately prior to the date on which Clear Channel announced thatthe board of directors was exploring possible strategic alternatives forClear Channel to enhance shareholder value, Clear Channel commonstock closed at $32.20 per share and the average closing stock price ofClear Channel common stock during the 60 trading days endedOctober 24, 2006, was $29.27 per share. On November 15, 2006,which was the last trading day immediately prior to the date on whichClear Channel announced the approval of the merger agreement byClear Channel’s board of directors, Clear Channel common stockclosed at $34.12 per share. On August 20, 2007, which was the lasttrading day before the date of this proxy statement/prospectus, ClearChannel common stock closed at $35.77 per share.

Shares Held by Directors and ExecutiveOfficers(See “Security Ownership By CertainBeneficial Owners and Management”page 139)

As of July 27, 2007, the directors and executive officers of ClearChannel beneficially owned approximately 8.4% shares of Clear Chan-nel common stock entitled to vote at the special meeting, assumingClear Channel’s outstanding options are not exercised. Except for theshares and options held by directors and officers of Clear Channel whohave agreed to convert such shares or options into equity securities ofHoldings in the merger, which will not affect the number of shares ofHoldings Class A common stock available for issuance as StockConsideration, each of L. Lowry Mays, Mark P. Mays, Randall T.Mays and each other member of Clear Channel’s board of directors hasentered into a separate agreement with the Fincos whereby they eachhave agreed to convert in the merger all Clear Channel common stock,Clear Channel stock options and restricted stock awards which theybeneficially hold for the Cash Consideration.

Dissenters’ Rights of Appraisal(See “Dissenters’ Rights of Appraisal” onpage 152)

The Texas Business Corporation Act provides you with appraisalrights in connection with the merger. This means that if you are notsatisfied with the amount you are receiving in the merger, you areentitled to have the fair value of your shares determined by a Texascourt and to receive payment based on that valuation. The ultimateamount you receive as a dissenting shareholder in an appraisalproceeding may be more or less than, or the same as, the amountyou would have received in the merger. To exercise your appraisalrights, you must deliver a written objection to the merger before themerger agreement is voted on at the special meeting and you must not

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vote in favor of the approval and adoption of the merger agreement.Your failure to follow exactly the procedures specified under Texaslaw will result in the loss of your appraisal rights.

Stock Exchange Listing(See “Delisting and Deregistration ofClear Channel Common Stock” onpage 138)

Following the consummation of the merger, shares of HoldingsClass A common stock will not be listed on a national securitiesexchange, but it is anticipated that the shares will be quoted on theOver-the-Counter Bulletin Board

Resale of Holdings Class A CommonStock(See “Resale of Holdings Class ACommon Stock” on page 113)

The shares of Holdings Class A common stock issued in the mergerwill not be subject to any restrictions on transfer arising under theSecurities Act of 1933, as amended, which we refer to as the “Secu-rities Act,” except for shares issued to any Clear Channel shareholderwho may be deemed to be an “affiliate” of Clear Channel or Holdingsfor purposes of Rule 144 or Rule 145 under the Securities Act.

Description of Holdings’ Capital Stock(See “Description of Holdings’ CapitalStock” on page 141)

Following the merger, we will have authority to issue650,000,000 shares of Common Stock, of which (i) 400,000,000 shareswill be Class A common stock, (ii) 150,000,000 shares will be Class Bcommon stock and (iii) 100,000,000 shares will be Class C commonstock.

Voting. Every holder of shares of Class A common stock will beentitled to one vote for each share of Class A common stock. Everyholder of shares of Class B common stock will be entitled to a numberof votes equal to the number obtained by dividing (a) the sum of totalnumber of shares of Class B common stock outstanding as of therecord date for such vote and the number of Class C common stockoutstanding as of the record date for such vote by (b) the number ofshares of Class B common stock outstanding as of the record date forsuch vote. Except as otherwise required by law, the holders of out-standing shares of Class C common stock will not be entitled to anyvotes upon any questions presented to shareholders of Holdings.

Other rights. Except with respect to voting as described above, andas otherwise required by law, all shares of Class A Common Stock,Class B common stock and Class C common stock will have the samepowers, privileges, preferences and relative participating, optional orother special rights, and the qualifications, limitations or restrictionsthereof, and will be identical to each other in all respects.

Comparison of Shareholder Rights(See “Comparison of Shareholder Rights”on page 145)

The rights of Clear Channel shareholders are currently governed bythe Texas Business Corporation Act and the Texas MiscellaneousCorporate Laws Act, and Clear Channel’s articles of incorporation, asamended, and seventh amended and restated bylaws. The rights ofHoldings shareholders are governed by the Delaware General Cor-poration Law, which we refer to as the “DGCL,” and Holdings’ secondamended and restated certificate of incorporation and bylaws. Uponcompletion of the merger, Clear Channel shareholders who receiveHoldings Class A common stock will be shareholders of Holdings, andtheir rights will be governed by the DGCL and Holdings’ secondamended and restated certificate of incorporation and bylaws.

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Management of Holdings(See “Board of Directors andManagement of Holdings” on page 46 and“The Merger — Voting Agreement” onpage 94)

Following the completion of the merger and the issuance of the Class Acommon stock of Holdings, Holdings will increase the size of its boardof directors from eight members to twelve members. Holders ofHoldings Class A common stock, voting as a separate class, will beentitled to elect two (2) members of Holdings’ board of directors.These directors are referred to as in this proxy statement/prospectus asthe “independent directors.” However, since the unaffiliated share-holders and optionholders of Clear Channel that elect to receive sharesof Holdings Class A Common Stock will hold at most 30% of theoutstanding capital stock and voting power of Holdings after themerger, such holders will not have the voting power to elect theremaining 10 members of Holdings’ board of directors. Pursuant to avoting agreement entered into among the Fincos, Merger Sub andHighfields Capital I LP, a Delaware limited partnership, which werefer to as “Highfields I,” Highfields Capital II LP, a Delaware limitedpartnership which we refer to as “Highfields II,” Highfields Capital IIILP, an exempted limited partnership organized under the laws of theCayman Islands, B.W.I., which we refer to as “Highfields III,” andHighfields Capital Management LP, a Delaware limited partnership,which we refer to as “Highfields Management” and, together withHighfields I, Highfields II and Highfields III, as the “HighfieldsFunds,” immediately following the effective time of the merger oneof the independent directors will be named by Highfields Management(which member will be named to Holdings’ nominating committee)and the other independent director will be selected by Holdings’nominating committee after consultation with Highfields Manage-ment and any holder whose Stock Election is reasonably expected toresult in such holder owning three percent (3%) or more of the totaloutstanding equity securities of Holdings. In addition, until the High-fields Funds own less than 5% of the outstanding voting securities ofHoldings issued as Stock Consideration, in connection with eachelection of independent directors, Holdings will nominate two can-didates as independent directors, of which one candidate will beselected by Highfields Management and one candidate will beselected by Holdings’ nominating committee after consultation withHighfields Management and any public holder owning three percent(3%) or more of the total outstanding equity securities of Holdings. Allshares of Holdings Class A common stock that may be issuable to theHighfields Funds as part of the merger are being registered on the S-4registration statement of which this proxy statement/prospectus is apart. If the Highfields Funds make a Stock Election for all of the sharesof Clear Channel common stock which they represented in the VotingAgreement that they beneficially owned as of May 26, 2007(24,000,000 shares), the Highfields Funds will be subject to theIndividual Cap and, as a result, will receive a maximum of3,030,612 shares of Holdings Class A common stock, subject toproration.

Holdings currently anticipates that after completion of the merger, thecurrent executive officers of Clear Channel will be appointed asofficers of Holdings by the board of directors of Holdings.

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RISK FACTORS

In addition to the other information included in, incorporated by reference in and found in the Annexesattached to this proxy statement/prospectus, including the matters addressed in the “Cautionary StatementConcerning Forward-Looking Information” on page xv, you should carefully consider the following risk factorsin deciding whether to vote for approval of the merger agreement. In addition, you should read and consider the risksassociated with the businesses of Clear Channel. You should also read and consider the other information in thisproxy statement/prospectus and the other documents incorporated by reference in this proxy statement/prospectus.Please see “Where You Can Find Additional Information” on page 155. Additional risks and uncertainties notpresently known to Clear Channel and Holdings or that are not currently believed to be important also mayadversely affect the transaction and Holdings following the merger.

Risks Relating to the Merger

If you elect to receive Class A common stock of Holdings, you may not receive the form of MergerConsideration that you elect for all of your shares. The merger agreement contains provisions that are designedto ensure that, in the aggregate, no more than 30,612,245 shares of Holdings Class A common stock will be issued inthe merger. This limitation on the number of elections will allow up to a maximum of approximately 6% of theoutstanding shares of Clear Channel common stock to elect Stock Consideration. In the event that shareholders electto receive a greater number of shares of Holdings Class A common stock, the number of shares of Holdings Class Acommon stock received by shareholders electing Holdings Class A common stock would be reduced by a pro rataamount, and you may receive all or a larger portion of your consideration in the form of cash. Accordingly, it ispossible that a substantial number of holders of Clear Channel common stock will not receive a portion of theMerger Consideration in the form that they elect.

If you elect to receive Class A common stock of Holdings, you will not be able to change your election in thefuture. You are being asked to make your election with respect to the Merger Consideration by 5:00 p.m. New YorkCity time on September 24, 2007, the business day immediately prior to the date of the special meeting (the“Election Deadline”), following which time, you may not revoke or change your election. If you are allocated sharesof Holdings Class A common stock pursuant to a Stock Election, you will not be permitted to transfer your PublicShares or any options underlying your Net Electing Option Shares from and after the Election Deadline. There maybe a substantial amount of time between the Election Deadline and the time the merger is completed. Accordingly,there can be no assurance that the value of the Stock Consideration at the time of the merger (or, if the mergeragreement is terminated, shares of Clear Channel common stock subject to such Stock Election) will be the same asit was at the time of the Election Deadline or that the value of the Stock Consideration will not be lower than thevalue of the Cash Consideration at the time of the completion of the merger or termination of the merger agreement.You should carefully consider such factors in making your Merger Consideration election.

You are being asked to make an investment decision before the terms of the debt financing are final. The finalterms, structure and amount of the debt financing have not yet been determined and will not be determined beforeyou make an investment decision with respect to the form of Merger Consideration you elect. The terms of the debtfinancing contemplated by the commitment letters described in this proxy statement/prospectus is subject to change(whether as a result of market conditions, alternative financing arrangements or otherwise). Merger Sub and theFincos have not yet entered into definitive agreements with respect to any debt financing and the debt financingremains subject to negotiation and completion of such definitive documentation. Accordingly, since the final terms,structures and amounts of the actual debt financing arrangements have not been agreed upon and may not bedetermined until shortly before the effective time of the Merger, the final terms, structures and amounts of any or allof the actual debt financing arrangements may differ materially from the terms described in this proxy statement/prospectus. You are being asked to make an investment decision before the terms, structures and amounts of the debtfinancing arrangements are final. If these terms differ materially from those described in this document, you will notbe able to change or modify your election to receive Cash Consideration or Stock Consideration. You shouldcarefully consider such factors in making your investment decision.

If you make a Stock Election Prior to the Election Deadline, you will not be able to register the transfer of yourshares of Clear Channel stock without revoking your election and withdrawing your shares and subsequent to theElection Deadline, you will not be able to register the transfer of your shares of Clear Channel stock. All Stock

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Elections will be irrevocable as of the Election Deadline. You will be required to deliver a letter of transmittaltogether with stock certificates or book-entry shares evidencing all of the shares for which you make a StockElection prior to the Election Deadline. In order to register a transfer of your Public Shares after you submit a StockElection (but prior to the Election Deadline), you must first revoke your Stock Election and withdraw your PublicShares. There may be a delay in your ability to register the transfer of your shares because of the revocationrequirement and the withdrawal process. After the Fincos notify you of the number of your shares that will beconverted into Stock Consideration, the paying agent will return the stock certificates or book-entry shares, if any,evidencing any Public Shares for which you were not allocated Stock Consideration. If you do not deliver the letterof transmittal together with the stock certificates or book-entry shares as required, the paying agent may reject yourStock Election and you will receive Cash Consideration. There may be a substantial period of time between theElection Deadline and the date the merger is completed. During this period, you will not be able to sell or otherwisetransfer any shares of Clear Channel stock so delivered.

The value of your shares of Clear Channel common stock may change after the time you make an investmentdecision. We anticipate that the merger will be completed by the end of 2007, assuming satisfaction or waiver ofall of the conditions to the merger. However, because the merger is subject to certain conditions, includingregulatory approvals, which are outside our control, the exact timing and likelihood of the completion of the mergercannot be predicted. Under certain circumstances, the date of the merger may be extended until June 12, 2008. Theparties to the merger agreement agreed to the amount and terms of the merger consideration on May 17, 2007, andyou are being asked to vote on the merger proposal and make an investment decision as of September 24, 2007.Between that date and the completion of the merger, there may be significant changes in the business, financialcondition, results of operations, prospects or competitive position of Clear Channel or changes in conditions in thefinancial markets. Consequently, the value of your shares of Clear Channel common stock may increase or decreaseafter the date of the shareholders meeting. If the value of the shares of Clear Channel common stock increasesduring this time, you will not be entitled to any portion of the increase (other than through your ownership of sharesof Holdings Class A common stock (if any) subsequent to the completion of the merger).

Clear Channel’s board of directors has not made any recommendation with respect to whether a shareholdershould make a Stock Election or regarding the Class A common stock of Holdings, attempted to value the Class Acommon stock of Holdings or received an opinion from a financial advisor as to Class A common stock of Holdings.Clear Channel’s board of directors makes no recommendation as to whether any shareholder should make a StockElection and makes no recommendation regarding the Class A common stock of Holdings. Clear Channel’s boardof directors has not received an opinion from Goldman Sachs or any other advisor as to the fairness, from a financialpoint of view, of the Stock Consideration to the unaffiliated shareholders. Clear Channel’s board of directors did notobtain an independent valuation or appraisal of the value of the Stock Consideration or the consolidated assets andliabilities of Holdings subsequent to the completion of the merger. A shareholder’s determination to make a StockElection is a purely voluntary decision. In making this decision, you will not have the benefit of any recommen-dation of Clear Channel’s board of directors or any opinion of the board of directors’ financial advisor. You shouldcarefully consider all of the information included or incorporated in this proxy statement/prospectus, including therisk factors set forth in this section.

Officers and directors of Clear Channel have certain interests in the merger that are different from, or inaddition to, interests of Clear Channel shareholders. These interests may be perceived to have affected theirdecision to support or approve the merger. Clear Channel officers and directors have certain interests in themerger that are different from, or in addition to, interests of Clear Channel shareholders. These interests include, butare not limited to, the treatment of Clear Channel stock options held by directors and executive officers of ClearChannel in the merger, the vesting and accelerated payment of certain retirement benefits and the potential paymentof certain severance benefits to executive officers, the continued employment after the merger of Mark P. Mays, asChief Executive Officer, Randall T. Mays as President, and L. Lowry Mays as Chairman Emeritus of Holdings afterthe merger, and the indemnification of former Clear Channel officers and directors by Holdings. Clear Channelshareholders should be aware of these interests when considering Clear Channel’s board of directors’ recommen-dation to approve the merger agreement. Please see “The Merger — Interests of Clear Channel’s Board of Directorsand Executive Officers in the Merger.”

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Clear Channel and the Fincos may not be able to obtain the regulatory approvals required to consummate themerger unless they agree to material restrictions or conditions. Completion of the merger is conditioned upon thereceipt of all required governmental consents and authorizations, including under the HSR Act and from the FederalCommunications Commission. Clear Channel and the Fincos intend to pursue all of these consents and autho-rizations as required by and in accordance with the terms of the merger agreement. Complying with requests fromgovernmental agencies, including requests for additional information and documents, could delay consummation ofthe merger. The number of broadcast stations owned by Clear Channel in certain markets exceeds the number ofcommonly owned stations permitted under FCC rules governing media ownership, and such groups of stations mustbe brought into compliance with such rules at the time of the merger. Additionally, affiliates of Holdings and/or theSponsors currently hold interests in certain companies that own television and radio stations. The Sponsors and theiraffiliates are pursuing alternatives to render those investments non-attributable for purposes of the FCC mediaownership rules. Governmental authorities may require divestitures of certain assets of Clear Channel or certainaffiliates of the Sponsors or the restructuring of certain investments of the Sponsors and their affiliates, any of whichmay require the filing of additional applications with the FCC, or may seek to impose conditions on Clear Channel’soperations after completion of the merger. Such divestitures or conditions may jeopardize or delay completion ofthe merger or may affect Clear Channel’s cash flow and operating results. Please see “Regulatory Approvals,” “TheMerger Agreement — Conditions to the Merger.”

The merger agreement contains provisions that could affect the decisions of a third party considering makingan alternative acquisition proposal to the merger. Under the terms of the merger agreement, in certain circum-stances Clear Channel may be required to pay to the Fincos a termination fee of $200 or $500 million in connectionwith termination of the merger agreement. In addition, the merger agreement limits the ability of Clear Channel toinitiate, solicit, encourage or facilitate certain acquisition or merger proposals from a third party. These provisionscould affect the decision by a third party to make a competing acquisition proposal, or the structure, pricing andterms proposed by a third party seeking to acquire or merge with Clear Channel. Please see “The MergerAgreement — Termination Fees” and “The Merger Agreement — Solicitation of Alternative Proposals.”

Purported shareholder class action complaints have been filed against Clear Channel and the members of itsboard of directors challenging the merger and an unfavorable judgment or ruling in this lawsuit could prevent ordelay the consummation of the merger and result in substantial costs. Clear Channel and the members of its boardof directors were named in a purported shareholder class action complaints filed in Texas state court. The complaintseeks, among other things, to enjoin the merger, and alleges, among other things, that the directors have breachedtheir fiduciary duties owed to Clear Channel’s shareholders. Clear Channel is obliged under certain circumstances toindemnify and hold harmless each director and officer from and against any and all claims and liabilities to whichsuch director or officer shall have become subject by reason of being a director or officer, to the full extent permittedunder Texas law. An adverse outcome in this lawsuit could prevent or delay the consummation of the merger or resultin substantial costs to Clear Channel. It is also possible that other similar lawsuits may be filed in the future. ClearChannel cannot estimate any possible adverse consequence or loss from current or future litigation at this time.

Clear Channel’s business may be adversely affected if the merger is not completed. There is no assurancethat the merger will be approved by Clear Channel’s shareholders or that the other conditions to the completion ofthe merger will be satisfied. In the event that the merger is not completed, Clear Channel may be subject to severalrisks, including the following:

• the current market price of Clear Channel common stock may reflect a market assumption that the mergerwill occur and a failure to complete the merger could result in a decline in the market price of shares of ClearChannel common stock;

• management’s attention from Clear Channel’s day-to-day business may be diverted;

• uncertainties with regard to the merger may adversely affect Clear Channel’s relationships with itsemployees, vendors and customers; and

• Clear Channel may be required to pay significant transactions costs related to the merger, including undercertain circumstances, a termination fee in the amount of either $200 million or $500 million, as well aslegal, accounting and other fees of the Sponsors, up to a maximum of $45 million.

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Uncertainties associated with the merger may cause a loss of employees. The ability to attract and retainexperienced and skilled employees is one of the key drivers of our business and results. The success of Holdingssubsequent to the merger will depend in part upon the ability of Clear Channel to retain key employees. Competitionfor qualified personnel can be very intense. In addition, key employees may depart because of issues relating to theuncertainty and difficulty of the consummation of the merger or a desire not to remain with the business subsequentto the completion of the merger. Accordingly, Clear Channel may be unable to retain key personnel to the sameextent that Clear Channel was able to do so in the past.

If you elect to receive Class A common stock of Holdings (or a combination of Class A common stock ofHoldings and cash) and you hold Clear Channel common stock at a loss, you will not be able to recognize all or aportion of that loss for federal income tax purposes. If you exchange Clear Channel common stock solely forHoldings Class A common stock, and you hold your Clear Channel common stock at a loss, you will not be able torecognize any portion of that loss for federal income tax purposes. If you exchange Clear Channel common stockheld at a loss for a combination of Holdings Class A common stock and cash, you will be treated as havingexchanged a portion of your Clear Channel common stock for Holdings Class A common stock and cash, and youwill not be able to recognize your loss for federal income tax purposes to the extent that you are deemed to havedisposed of your Clear Channel common stock in this manner. See “Material United States Federal Income TaxConsequences” beginning on page 108 of this proxy statement/prospectus. Notwithstanding your election toexchange a certain number of your shares of Clear Channel common stock for Holdings Class A common stock, thenumber of shares of Class A common stock of Holdings that you will actually receive will depend on the election ofother holders of Clear Channel common stock, and therefore, is currently uncertain. If you receive any Class Acommon stock of Holdings in the merger, however, you will be deemed for federal income tax purposes to haveexchanged more shares of Clear Channel common stock for Class A common stock of Holdings and cash than theactual number of your shares of Clear Channel common stock that are accepted in the merger in exchange forClass A common stock of Holdings. This is because, in addition to actually exchanging Clear Channel commonstock for Class A common stock of Holdings, you will be deemed to have exchanged Clear Channel common stockfor your pro rata share of the cash merger consideration attributable to the equity financing provided by the Sponsorsto Holdings. See “Financing” beginning on page 98 of this proxy statement/prospectus. Thus, you will be unable torecognize a loss for federal income tax purposes not only on your Clear Channel common stock actually exchangedfor Class A common stock of Holdings, but also on your Clear Channel common stock that is deemed exchanged forcash attributable to the equity financing provided by the Sponsors to Holdings.

Risks Relating to Ownership of Holdings Class A Common Stock

Former Clear Channel shareholders who become shareholders of Holdings will be governed by the secondamended and restated certificate of incorporation and by-laws of Holdings. Clear Channel shareholders whoreceive Holdings Class A common stock in the merger will become Holdings shareholders, and their rights asshareholders will be governed by the second amended and restated certificate of incorporation and bylaws ofHoldings and Delaware corporate law. As a result, there will be material differences between the current rights ofClear Channel shareholders and the rights they can expect to have as Holdings shareholders. For example, underDelaware corporate law, the affirmative vote of the majority of the outstanding stock of the corporation is requiredto approve a merger, sale of all or substantially all of the assets of the corporation or an amendment to thecorporation’s certificate of incorporation, while under Texas law, the affirmative vote of the holders of two-thirds ofthe shares entitled to vote are required to approve the same actions. For a more detailed discussion of the materialdifferences between the current rights of Clear Channel shareholders and the rights they can expect to have asHoldings shareholders see “Comparison of Shareholder Rights” on page 145 of this proxy statement/prospectus.

Entities affiliated with the Sponsors will control Holdings. The holders of Holdings Class A Common Stockwill not control Holdings. Upon completion of the merger, the entities affiliated with the Sponsors will control thevoting power of Holdings. Unaffiliated shareholders of Clear Channel’s shares receiving Class A common stockwill represent no more than 30% of the outstanding capital stock and voting power of Holdings. Accordingly, theSponsors will have the power to elect all but two of its directors, appoint new management and approve any actionrequiring the holders of Holdings’ capital stock, including adopting amendments to Holdings’ second amended andrestated certificate of incorporation, and approving mergers or sales of substantially all of Holdings or its assets. The

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directors elected by the Sponsors will have significant authority to effect decisions affecting the capital structure ofHoldings, including, the issuance of additional capital stock, incurrence of additional indebtedness, the imple-mentation of stock repurchase programs and the decision of whether or not to declare dividends. There can be noassurance that the business, financial and operational policies of Clear Channel in effect prior to the mergerincluding, for example, Clear Channel’s business strategy, will continue after the merger. For additional informationconcerning the equity investments to be made in Holdings by the Fincos, see “Financing — Equity Financing.”

Because there has not been any public market for Holdings Class A common stock, the market price andtrading volume of Holdings Class A common stock may be volatile, and holders of Holdings may not be able to sellshares of Holdings at or above $39.20 following the merger. As Holdings is a newly formed corporation neitherClear Channel nor Holdings can predict the extent to which investor interest will lead to a liquid trading market inHoldings Class A common stock or whether the market price of Holdings Class A common stock will be volatilefollowing the merger. The market price of Holdings Class A common stock could fluctuate significantly for manyreasons, including, without limitation:

• as a result of the risk factors listed in this proxy statement/prospectus;

• actual or anticipated fluctuations in our operating results;

• for reasons unrelated to our specific performance, such as reports by industry analysts, investor perceptions,or negative announcements by our customers or competitors regarding their own performance;

• regulatory changes that could impact Holdings’ or Clear Channel’s business; and

• general economic and industry conditions.

Following the consummation of the merger, shares of Holdings will not be listed on a national securitiesexchange. Following consummation of the merger, it is anticipated that the shares of Holdings Class A commonstock will be quoted on the Over-the-Counter Bulletin Board. The lack of an active market may impair the ability ofinvestors in Holdings to sell their shares of Class A common stock at the time they wish to sell them or at a price thatthey consider reasonable. The lack of an active market may also reduce the fair market value of the shares ofHoldings Class A common stock.

Holdings has the ability to terminate its Exchange Act reporting, if permitted by applicable law, two years afterthe completion of the merger. Holdings is obligated by the merger agreement to use its reasonable efforts tocontinue to be a reporting company under the Exchange Act, and to continue to file periodic reports (includingannual and quarterly reports) for at least two years after the completion of the merger. After such time, if Holdingswere to cease to be a reporting company under the Exchange Act, and to the extent not required in connection withany other debt or equity securities of the Clear Channel registered or required to be registered under the ExchangeAct, the information now available to Clear Channel shareholders in the annual, quarterly and other reports requiredto be filed by Clear Channel with the SEC would not be available to them as a matter of right.

There is no assurance that you will ever receive cash dividends on the Holdings Class A common stock.There is no guarantee that Holdings will ever pay cash dividends on the Holdings Class A common stock. The termsof Holdings new debt arrangements are expected to restrict Holdings ability to pay cash dividends on the HoldingsClass A common stock. In addition to those restrictions, under Delaware law, Holdings is permitted to pay cashdividends on its capital stock only out of its surplus, which in general terms means the excess of its net assets overthe original aggregate par value of its stock. In the event Holdings has no surplus, it is permitted to pay these cashdividends out of its net profits for the year in which the dividend is declared or in the immediately preceding year.Accordingly, there is no guarantee that, if Holdings decides to pay cash dividends, Holdings will be able to pay youcash dividends on the Holdings Class A common stock. Also, even if Holdings is not prohibited from paying cashdividends by the terms of its debt or by law, other factors such as the need to reinvest cash back into Holdings’operations may prompt Holdings board of directors to elect not to pay cash dividends.

The incurrence of indebtedness to pay the cash portion of the Merger Consideration will significantly increaseClear Channel’s interest expense, financial leverage and debt service requirements. Clear Channel and itssubsidiaries are currently anticipated to enter into senior secured credit facilities, a receivables backed credit facilityand, if Clear Channel is unable to issue new senior notes or other debt securities, a senior bridge facility to finance

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the cash consideration to be paid to the shareholders of Clear Channel in the merger, to refinance certain existingindebtedness, to pay related fees, costs and expenses and to provide for working capital requirements. Although thedebt financing arrangements are subject to change (whether as a result of market conditions or otherwise) and thefinal terms, structures and amounts of the actual debt financing arrangements of Holdings and its subsidiaries,including Clear Channel and its subsidiaries, may not be determined until shortly before the effective time of themerger, upon completion of the merger and related financings (whether as described herein or otherwise), Holdingswill have consolidated indebtedness that will be substantial in relation to its shareholders’ equity and substantiallygreater than Clear Channel’s pre-merger indebtedness. As of June 30, 2007, on a pro forma basis, uponconsummation of the merger and the related transactions, it is anticipated that Holdings will have consolidatedindebtedness of approximately $23.3 billion. Holdings’ pro forma ratio of indebtedness to total capital at June 30,2007 is 6.0. The pro forma ratios of earnings to fixed charges of CC Media Holdings, Inc. at June 30, 2007 andDecember 31, 2006 were 1.5 and 1.5. These ratios were computed using actual results for the periods and includethe financing effects on a pro forma basis.

The increased indebtedness and substantially higher debt-to-cash flow ratio of the combined business ofHoldings and Clear Channel could have negative consequences for Holdings and Clear Channel, including withoutlimitation:

• making it more difficult to make payments on indebtedness as they become due;

• requiring a substantial portion of Clear Channel’s cash flow to be dedicated to the payment of principal andinterest on indebtedness (with the minimum average annual amount during the first five years after theconsummation of the merger anticipated to be at least $3.1 billion based on assumptions set forth under“Notes to Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 37 of thisproxy statement/prospectus and under “Contractual Obligations: Indebtedness and Dividend Policy Fol-lowing the Merger” beginning on page 43 of this proxy statement/prospectus), thereby reducing cashavailable for other purposes, including to fund operations and capital expenditures, invest in new technologyand pursue other business opportunities;

• limiting Holdings’ and Clear Channel’s liquidity and operational flexibility and limiting Holdings’ andClear Channel’s ability to obtain additional financing for working capital, capital expenditures, debt servicerequirements, acquisitions and general corporate or other purposes;

• limiting Holdings’ and Clear Channel’s ability to adjust to changing economic, business and competitiveconditions;

• requiring Holdings and Clear Channel to consider deferring planned capital expenditures, reducing dis-cretionary spending, selling assets, restructuring existing indebtedness or deferring acquisitions or otherstrategic opportunities;

• limiting Holdings’ and Clear Channel’s ability to refinance any of its indebtedness or increasing the cost ofany such financing in any downturn in its operating performance or decline in general economic condition;

• exposing Holdings and Clear Channel to the risk of increased interest rates as a substantial portion ofHoldings’ and Clear Channel’s indebtedness will be at variable rates of interest; and

• making Holdings and Clear Channel more vulnerable to a downturn in its operating performance or a declinein general economic or industry conditions.

The terms of the financing documents may allow Clear Channel, under specified conditions, to incur furtherindebtedness, which would heighten the foregoing risks. If Clear Channel’s compliance with its debt obligationsmaterially hinders its ability to operate its business and adapt to changing industry conditions, Clear Channel maylose market share, its revenue may decline and its operating results may suffer.

In addition, the substantial leverage will have a negative effect on Holdings’ net income. For the fiscal yearended December 31, 2006, Holdings net loss from continuing operations on a pro forma basis, as adjusted to giveeffect to the merger and the debt financings, would have been $336.0 million, compared to Clear Channel’shistorical net income from continuing operations of $686.4 million for that period, and for the three months ended

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March 31, 2007, Holdings pro forma net loss from continuing operations would have been $147.2 million ascompared to Clear Channel’s historical net income from continuing operations of $99.2 million for that period. Proforma interest expense would have been $1,952.5 million for the year ended December 31, 2006 as compared to$484.0 million for the same period on a historical basis and, for the three months ended March 31, 2007, pro formainterest expense would have been $484.9 million as compared to $118.1 million on a historical basis.

After the merger and related recapitalization is consummated, we expect that Holdings’ principal sources ofliquidity will be cash flow from operations and borrowings under the revolving credit portion of its senior securedcredit facilities. We anticipate that Holdings principal uses of liquidity will be to provide working capital, meet debtservice requirements, finance capital expenditures and finance Holdings’ strategic plans. For a more detaileddescription of the debt financings Holdings expects to incur in the merger, see “Financing — Debt Financings” onpage 98.

While Holdings believes that its cash flows will be sufficient to service its debt, there may be circumstances inwhich required payments of principal and/or interest on this new debt could adversely affect Holdings’ cash flowsand operating results. If Holdings is unable to generate sufficient cash flow from operations in the future to serviceits debt, it may have to refinance all or a portion of its debt or to obtain additional financing. There can be noassurance that any refinancing of this kind would be possible or that any additional financing could be obtained.Since Holdings’ primary asset will be shares of Clear Channel common stock, any adverse impact on the cash flowsand operating results of Clear Channel may have an adverse affect on value of Holdings Class A common stock.

The documents governing Clear Channel’s indebtedness will contain restrictions that limit Clear Channel’sflexibility in operating its business. The definitive documentation governing Clear Channel’s currently antici-pated debt financing arrangements are expected to contain various covenants that limit Clear Channel’s ability toengage in specified types of transactions. These covenants are expected to limit the ability of Clear Channel and itssubsidiaries to, among other things, incur or guarantee additional indebtedness, incur or permit liens, merge orconsolidated with or into, another company, sell assets, pay dividends and other payments in respect its capitalstock, including to redeem or repurchase its capital stock, make certain acquisitions and investments and enter intotransactions with affiliates.

Clear Channel’s failure to comply with the covenants in the documents governing the terms of Clear Channel’sindebtedness could be an event of default and could accelerate the payment obligations and, in some cases, couldaffect other obligations with cross-default and cross-acceleration provisions. In addition to covenants imposingrestrictions on Clear Channel’s business and operations, Clear Channel’s definitive financing documentation mayinclude covenants relating to financial ratios and tests. Clear Channel’s ability to comply with these covenants maybe affected by events beyond its control, including prevailing economic, financial and industry conditions. Thebreach of any of covenants set forth in Clear Channel’s definitive financing documentation would result in a defaultthereunder. An event of default would permit Clear Channel’s lenders and holders of its debt to declare allindebtedness owed them to be due and payable. Moreover, the lenders under any revolving credit facilities wouldhave the option to terminate any obligation to make further extensions of credit under Clear Channel’s definitivefinancing documentation. If Clear Channel is unable to repay its obligations under any senior secured creditfacilities, the lenders under such senior secured credit facilities could proceed against any assets that were pledgedto secure such senior secured credit facilities. In addition, a default under Clear Channel’s definitive financingdocumentation could cause a default under other obligations of Clear Channel that are subject to cross-default andcross-acceleration provisions.

Holdings’ executive compensation program will not be finalized until after the merger. While we have anagreed form of employment agreement with our chief executive officer, president and chairman emeritus which willbe effective following the merger, we have not yet finalized our general executive compensation programs andphilosophies that will be implemented after the merger. See “Board of Directors and Management of Holdings —Compensation Discussion and Analysis.” While we anticipate that these programs and policies will cover the namedexecutive officers (with certain enumerated exceptions) and we are designing the programs with an aim to motivateand retain employees, we cannot guarantee that the executive compensation programs and policies will cover allnamed executives or that these programs and policies will accomplish our goals of motivating and retaining our

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executives. If our executives are not satisfied with our compensation program or policies, they may not perform attheir highest level or they may choose to leave Holdings. This would be detrimental to our business.

Risks Relating to Clear Channel’s Business

Clear Channel’s business is dependent upon the performance of key employees, on-air talent and programhosts. Clear Channel’s business is dependent upon the performance of certain key employees. Clear Channelemploys or independently contracts with several on-air personalities and hosts of syndicated radio programs withsignificant loyal audiences in their respective markets. Although Clear Channel has entered into long-termagreements with some of Clear Channel’s executive officers, key on-air talent and program hosts to protect ClearChannel’s interests in those relationships, Clear Channel can give no assurance that all or any of these keyemployees will remain with Clear Channel or will retain their audiences. Competition for these individuals isintense and many of Clear Channel’s key employees are at-will employees who are under no legal obligation toremain with Clear Channel. Clear Channel’s competitors may choose to extend offers to any of these individuals onterms which Clear Channel may be unwilling to meet. In addition, any or all of Clear Channel’s key employees maydecide to leave for a variety of personal or other reasons beyond Clear Channel’s control. Furthermore, thepopularity and audience loyalty of Clear Channel’s key on-air talent and program hosts is highly sensitive to rapidlychanging public tastes. A loss of such popularity or audience loyalty is beyond Clear Channel’s control and couldlimit Clear Channel’s ability to generate revenues.

Doing business in foreign countries creates certain risks not found in doing business in the United States.Doing business in foreign countries carries with it certain risks that are not found in doing business in the UnitedStates. The risks of doing business in foreign countries that could result in losses against which Clear Channel arenot insured include:

• exposure to local economic conditions;

• potential adverse changes in the diplomatic relations of foreign countries with the United States;

• hostility from local populations;

• the adverse effect of currency exchange controls;

• restrictions on the withdrawal of foreign investment and earnings;

• government policies against businesses owned by foreigners;

• investment restrictions or requirements;

• expropriations of property;

• the potential instability of foreign governments;

• the risk of insurrections;

• risks of renegotiation or modification of existing agreements with governmental authorities;

• foreign exchange restrictions;

• withholding and other taxes on remittances and other payments by subsidiaries; and

• changes in taxation structure.

Exchange rates may cause future losses in Clear Channel’s international operations. Because Clear Channelowns assets overseas and derives revenues from Clear Channel’s international operations, Clear Channel may incurcurrency translation losses due to changes in the values of foreign currencies and in the value of the U.S. dollar.Clear Channel cannot predict the effect of exchange rate fluctuations upon future operating results.

Extensive government regulation may limit Clear Channel’s broadcasting operations. The federal govern-ment extensively regulates the domestic broadcasting industry, and any changes in the current regulatory schemecould significantly affect Clear Channel. Clear Channel’s broadcasting businesses depend upon maintainingbroadcasting licenses issued by the FCC for maximum terms of eight years. Renewals of broadcasting licenses can

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be attained only through the FCC’s grant of appropriate applications. Although the FCC rarely denies a renewalapplication, the FCC could deny future renewal applications resulting in the loss of one or more of Clear Channel’sbroadcasting licenses.

The federal communications laws limit the number of broadcasting properties Clear Channel may own in aparticular area. While the Telecommunications Act of 1996 relaxed the FCC’s multiple ownership limits, anysubsequent modifications that tighten those limits could make it impossible for Clear Channel to complete potentialacquisitions or require Clear Channel to divest stations Clear Channel has already acquired. Most significantly, inJune 2003 the FCC adopted a decision comprehensively modifying its media ownership rules. The modified rulessignificantly changed the FCC’s regulations governing radio ownership, allowed increased ownership of TVstations at the local and national level, and permitted additional cross-ownership of daily newspapers, televisionstations and radio stations. Soon after their adoption, however, a federal court issued a stay preventing theimplementation of the modified media ownership rules while it considered appeals of the rules by numerous parties(including Clear Channel). In a June 2004 decision, the court upheld the modified rules in certain respects,remanded them to the FCC for further justification in other respects, and left in place the stay on their imple-mentation. In September 2004, the court partially lifted its stay on the modified radio ownership rules, putting intoeffect aspects of those rules that establish a new methodology for defining local radio markets and counting stationswithin those markets, limit Clear Channel’s ability to transfer intact combinations of stations that do not complywith the new rules, and require Clear Channel to terminate within two years certain of Clear Channel’s agreementswhereby Clear Channel provides programming to or sell advertising on radio stations Clear Channel does not own.In June 2006, the FCC commenced its proceeding on remand of the modified media ownership rules. The mediaownership rules, as modified by the FCC’s 2003 decision and as may be further modified in the pending remandproceeding, are subject to various further FCC and court proceedings and recent and possible future actions byCongress. Clear Channel cannot predict the ultimate outcome of the media ownership proceeding or its effect onClear Channel’s ability to acquire broadcast stations in the future, to complete acquisitions that Clear Channel hasagreed to make, to continue to own and freely transfer groups of stations that Clear Channel has already acquired, orto continue Clear Channel’s existing agreements to provide programming to or sell advertising on stations ClearChannel does not own.

Moreover, the FCC’s existing rules in some cases permit a company to own fewer radio stations than allowedby the Telecommunications Act of 1996 in markets or geographical areas where the company also owns televisionstations. These rules could require Clear Channel to divest radio stations it currently owns in markets or areas whereClear Channel also owns television stations. Clear Channel’s acquisition of television stations in five local marketsor areas in Clear Channel’s merger with The Ackerley Group resulted in Clear Channel owning more radio stationsin these markets or areas than is permitted by these rules. The FCC has given Clear Channel a temporary period oftime to come into compliance with the rules. Clear Channel has come into compliance with respect to two suchmarkets and has requested an extension of time to come into compliance with respect to the other three markets.

Other changes in governmental regulations and policies may have a material impact on Clear Channel. Forexample, Clear Channel currently provides programming to several television stations Clear Channel does not own.These programming arrangements are made through contracts known as local marketing agreements. The FCC’srules and policies regarding television local marketing agreements will restrict Clear Channel’s ability to enter intotelevision local marketing agreements in the future, and may eventually require Clear Channel to terminate itsprogramming arrangements under existing local marketing agreements. Moreover, the FCC has begun a proceedingto adopt rules that will restrict Clear Channel’s ability to enter into television joint sales agreements, by which ClearChannel sells advertising on television stations it does not own, and may eventually require Clear Channel toterminate its existing agreements of this nature. Additionally, the FCC has adopted rules which under certaincircumstances subject previously nonattributable debt and equity interests in communications media to the FCC’smultiple ownership restrictions. These rules may limit Clear Channel’s ability to expand its media holdings.

Clear Channel may be adversely affected by new statutes dealing with indecency. Provisions of federal lawregulate the broadcast of obscene, indecent or profane material. The FCC has substantially increased its monetarypenalties for violations of these regulations. Congressional legislation enacted in 2006 provides the FCC withauthority to impose fines of up to $325,000 per violation for the broadcast of such material. Clear Channel therefore

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faces increased costs in the form of fines for indecency violations, and cannot predict whether Congress willconsider or adopt further legislation in this area.

Antitrust regulations may limit future acquisitions. Additional acquisitions by Clear Channel of radio andtelevision stations and outdoor advertising properties may require antitrust review by federal antitrust agencies andmay require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. Clear Channel cangive no assurances that the Department of Justice (“DOJ”) or the Federal Trade Commission or foreign antitrustagencies will not seek to bar Clear Channel from acquiring additional radio or television stations or outdooradvertising properties in any market where Clear Channel already has a significant position. Following passage ofthe Telecommunications Act of 1996, the DOJ has become more aggressive in reviewing proposed acquisitions ofradio stations, particularly in instances where the proposed acquiror already owns one or more radio stationproperties in a particular market and seeks to acquire another radio station in the same market. The DOJ has, in somecases, obtained consent decrees requiring radio station divestitures in a particular market based on allegations thatacquisitions would lead to unacceptable concentration levels. The DOJ also actively reviews proposed acquisitionsof outdoor advertising properties. In addition, the antitrust laws of foreign jurisdictions will apply if Clear Channelacquires international broadcasting properties.

Environmental, Health, Safety and Land Use laws and regulations may limit or restrict some of ClearChannel’s operations. As the owner or operator of various real properties and facilities, especially in ClearChannel’s outdoor advertising operations, Clear Channel must comply with various foreign, federal, state and localenvironmental, health, safety and land use laws and regulations. Clear Channel and its properties are subject to suchlaws and regulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardoussubstances and employee health and safety as well as zoning restrictions. Historically, Clear Channel has notincurred significant expenditures to comply with these laws. However, additional laws, which may be passed in thefuture, or a finding of a violation of or liability under existing laws, could require Clear Channel to make significantexpenditures and otherwise limit or restrict some of Clear Channel’s operations.

Government regulation of outdoor advertising may restrict Clear Channel’s outdoor advertising operations.U.S. federal, state and local regulations have a significant impact on the outdoor advertising industry and ClearChannel’s outdoor advertising business. One of the seminal laws was The Highway Beautification Act of 1965(HBA), which regulates outdoor advertising on the 306,000 miles of Federal-Aid Primary, Interstate and NationalHighway Systems roads. HBA regulates the locations of billboards, mandates a state compliance program, requiresthe development of state standards, promotes the expeditious removal of illegal signs, and requires just compen-sation for takings. Size, location, lighting and the use of new technologies for changing displays, such as digital, areregulated by federal, state and local governments. Some states have enacted bans on billboard advertisingaltogether. Changes in laws and regulations affecting outdoor advertising at any level of government, includinglaws of the foreign jurisdictions in which Clear Channel operates, could have a significant financial impact on ClearChannel by requiring Clear Channel to make significant expenditures or otherwise limiting or restricting some ofClear Channel’s operations.

From time to time, certain state and local governments and third parties have attempted to force the removal ofdisplays under various state and local laws, including amortization. Amortization permits the display owner tooperate its display which does not meet current code requirements for a specified period of time, after which it mustremove or otherwise conform its display to the applicable regulations at its own cost without any compensation.Several municipalities within Clear Channel’s existing markets have adopted amortization ordinances. Otherregulations limit Clear Channel’s ability to rebuild or replace nonconforming displays and require Clear Channel toremove or modify displays that are not in strict compliance with applicable laws. In addition, from time to time thirdparties or local governments assert that Clear Channel owns or operates displays that either are not properlypermitted or otherwise are not in strict compliance with applicable law. Such regulations and allegations have nothad a material impact on Clear Channel’s results of operations to date, but if Clear Channel is increasingly unable toresolve such allegations or obtain acceptable arrangements in circumstances in which Clear Channel’s displays aresubject to removal, modification or amortization, or if there occurs an increase in such regulations or theirenforcement, Clear Channel’s results could suffer.

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Legislation has from time to time been introduced in both the United States and foreign jurisdictionsattempting to impose taxes on revenues of outdoor advertising companies. Several jurisdictions have alreadyimposed such taxes as a percentage of Clear Channel’s gross receipts of outdoor advertising revenues in thatjurisdiction. While these taxes have not had a material impact on Clear Channel’s business and financial results todate, Clear Channel expects states to continue to try to impose such taxes as a way of increasing revenues. Theincreased imposition of these taxes and Clear Channel’s inability to pass on the cost of these taxes to ClearChannel’s clients could negatively affect Clear Channel’s operating income.

International regulation of the outdoor advertising industry varies by region and country, but generally limitsthe size, placement, nature and density of out-of-home displays. Significant international regulations include theLaw of December 29, 1979 in France, the Town and Country Planning (Control of Advertisements) Regulations1992 in the United Kingdom, and Règlement Régional Urbain de l’agglomération Bruxelloise in Belgium. Theselaws define issues such as the extent to which advertisements can be erected in rural areas, the hours during whichilluminated signs may be lit and whether the consent of local authorities is required to place a sign in certaincommunities. Other regulations limit the subject matter and language of out-of-home displays. For instance, theUnited States and most European Union countries, among other nations, have banned outdoor advertisements fortobacco products. Clear Channel’s failure to comply with these or any future international regulations could have anadverse impact on the effectiveness of Clear Channel’s displays or their attractiveness to clients as an advertisingmedium and may require Clear Channel to make significant expenditures to ensure compliance. As a result, ClearChannel may experience a significant impact on Clear Channel’s operations, revenues, international client base andoverall financial condition.

Additional restrictions on outdoor advertising of tobacco, alcohol and other products may further restrict thecategories of clients that can advertise using Clear Channel’s products. Out-of-court settlements between themajor U.S. tobacco companies and all 50 states, the District of Columbia, the Commonwealth of Puerto Rico andfour other U.S. territories include a ban on the outdoor advertising of tobacco products. Other products and servicesmay be targeted in the future, including alcohol products. Legislation regulating tobacco and alcohol advertising hasalso been introduced in a number of European countries in which Clear Channel conducts business and could have asimilar impact. Any significant reduction in alcohol-related advertising due to content-related restrictions couldcause a reduction in Clear Channel’s direct revenues from such advertisements and an increase in the availablespace on the existing inventory of billboards in the outdoor advertising industry.

Clear Channel’s business may be adversely affected if planned dispositions of small market radio stationassets and its television business are not completed. As of May 25, 2007, Clear Channel had entered intodefinitive asset purchase agreements to sell 358 radio stations with aggregate sales proceeds of approximately$800.7 million. On April 20, 2007, Clear Channel entered into a definitive agreement to sell its television businessfor approximately $1.2 billion. There can be no assurance that the transactions contemplated by the definitiveagreements will be successfully completed. In the event that the planned asset dispositions are not completed, ClearChannel may be subject to several risks including the following:

• Clear Channel may need to seek new purchasers for the assets which will require additional time andexpenses;

• Clear Channel may not be able to sell its small market radio stations and television business on terms whichare as favorable as the terms currently included in the definitive agreements;

• management’s attention from Clear Channel’s day to day business may be diverted; and

• uncertainties with regards to the asset sales may adversely affect Clear Channel’s relationships with itsemployees, vendors and customers.

Future acquisitions could pose risks. Clear Channel may acquire media-related assets and other assets orbusinesses that Clear Channel believes will assist its customers in marketing their products and services. ClearChannel’s acquisition strategy involves numerous risks, including:

• certain of Clear Channel’s acquisitions may prove unprofitable and fail to generate anticipated cash flows;

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• to successfully manage Clear Channel’s large portfolio of broadcasting, outdoor advertising and otherproperties, Clear Channel may need to:

• recruit additional senior management as Clear Channel cannot be assured that senior management ofacquired companies will continue to work for Clear Channel and, in this highly competitive labor market,Clear Channel cannot be certain that any of its recruiting efforts will succeed, and

• expand corporate infrastructure to facilitate the integration of Clear Channel’s operations with those ofacquired properties, because failure to do so may cause Clear Channel to lose the benefits of anyexpansion that it decides to undertake by leading to disruptions in Clear Channel’s ongoing businesses orby distracting its management;

• entry into markets and geographic areas where Clear Channel has limited or no experience;

• Clear Channel may encounter difficulties in the integration of operations and systems;

• Clear Channel’s management’s attention may be diverted from other business concerns; and

• Clear Channel may lose key employees of acquired companies or stations.

Clear Channel frequently evaluates strategic opportunities both within and outside Clear Channel’s existinglines of business. Clear Channel expects from time to time to pursue additional acquisitions and may decide todispose of certain businesses. These acquisitions or dispositions could be material.

Capital requirements necessary to implement strategic initiatives could pose risks. The purchase price ofpossible acquisitions and/or other strategic initiatives could require additional debt or equity financing on ClearChannel’s part. Since the terms and availability of this financing depend to a large degree upon general economicconditions and third parties over which Clear Channel has no control, Clear Channel can give no assurance that itwill obtain the needed financing or that it will obtain such financing on attractive terms. In addition, Clear Channel’sability to obtain financing depends on a number of other factors, many of which are also beyond Clear Channel’scontrol, such as interest rates and national and local business conditions. If the cost of obtaining needed financing istoo high or the terms of such financing are otherwise unacceptable in relation to the strategic opportunity ClearChannel is presented with, Clear Channel may decide to forego that opportunity. Additional indebtedness couldincrease Clear Channel’s leverage and make it more vulnerable to economic downturns and may limit ClearChannel’s ability to withstand competitive pressures.

Clear Channel faces intense competition in the broadcasting and outdoor advertising industries. ClearChannel’s business segments are in highly competitive industries, and it may not be able to maintain or increaseClear Channel’s current audience ratings and advertising and sales revenues. Clear Channel’s radio stations andoutdoor advertising properties compete for audiences and advertising revenues with other radio stations and outdooradvertising companies, as well as with other media, such as newspapers, magazines, television, direct mail, satelliteradio and Internet based media, within their respective markets. Audience ratings and market shares are subject tochange, which could have the effect of reducing Clear Channel’s revenues in that market. Clear Channel’scompetitors may develop services or advertising media that are equal or superior to those Clear Channel provides orthat achieves greater market acceptance and brand recognition than Clear Channel achieves. It is possible that newcompetitors may emerge and rapidly acquire significant market share in any of Clear Channel’s business segments.Other variables that could adversely affect Clear Channel’s financial performance by, among other things, leadingto decreases in overall revenues, the numbers of advertising customers, advertising fees, or profit margins include:

• unfavorable economic conditions, both general and relative to the radio broadcasting, outdoor advertisingand all related media industries, which may cause companies to reduce their expenditures on advertising;

• unfavorable shifts in population and other demographics which may cause Clear Channel to lose advertisingcustomers as people migrate to markets where Clear Channel has a smaller presence, or which may causeadvertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable ageor geographical demographic from an advertising perspective;

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• an increased level of competition for advertising dollars, which may lead to lower advertising rates as ClearChannel attempts to retain customers or which may cause Clear Channel to lose customers to ClearChannel’s competitors who offer lower rates that Clear Channel is unable or unwilling to match;

• unfavorable fluctuations in operating costs which Clear Channel may be unwilling or unable to pass throughto Clear Channel customers;

• technological changes and innovations that Clear Channel is unable to adopt or are late in adopting that offermore attractive advertising, listening or viewing alternatives than what Clear Channel currently offers,which may lead to a loss of advertising customers or to lower advertising rates;

• unfavorable changes in labor conditions which may require Clear Channel to spend more to retain and attractkey employees; and

• changes in governmental regulations and policies and actions of federal regulatory bodies which couldrestrict the advertising media which Clear Channel employs or restrict some or all of Clear Channel’scustomers that operate in regulated areas from using certain advertising media, or from advertising at all.

New technologies may affect Clear Channel’s broadcasting operations. Clear Channel’s broadcastingbusinesses face increasing competition from new broadcast technologies, such as broadband wireless and satellitetelevision and radio, and new consumer products, such as portable digital audio players and personal digital videorecorders. These new technologies and alternative media platforms compete with Clear Channel radio andtelevision stations for audience share and advertising revenue, and in the case of some products, allow listenersand viewers to avoid traditional commercial advertisements. The FCC has also approved new technologies for usein the radio broadcasting industry, including the terrestrial delivery of digital audio broadcasting, which signif-icantly enhances the sound quality of radio broadcasts. In the television broadcasting industry, the FCC hasestablished standards and a timetable for the implementation of digital television broadcasting in the U.S. ClearChannel has substantially completed the implementation of its digital television broadcasting. Clear Channel hascurrently converted approximately 350 of Clear Channel’s radio stations to digital broadcasting. Clear Channel isunable to predict the effect such technologies and related services and products will have on Clear Channel’sbroadcasting operations, but the capital expenditures necessary to implement such technologies could be substantialand other companies employing such technologies could compete with Clear Channel’s businesses.

Clear Channel may be adversely affected by a general deterioration in economic conditions. The risksassociated with Clear Channel’s businesses become more acute in periods of a slowing economy or recession, whichmay be accompanied by a decrease in advertising. A decline in the level of business activity of Clear Channel’sadvertisers could have an adverse effect on Clear Channel’s revenues and profit margins. During the most recenteconomic slowdown in the United States, many advertisers reduced their advertising expenditures. The impact ofslowdowns on Clear Channel’s business is difficult to predict, but they may result in reductions in purchases ofadvertising.

Clear Channel may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks.The occurrence of extraordinary events, such as terrorist attacks, intentional or unintentional mass casualtyincidents or similar events may substantially decrease the use of and demand for advertising, which may decreaseClear Channel’s revenues or expose it to substantial liability. The September 11, 2001 terrorist attacks, for example,caused a nationwide disruption of commercial activities. As a result of the expanded news coverage following theattacks and subsequent military actions, Clear Channel experienced a loss in advertising revenues and increasedincremental operating expenses. The occurrence of future terrorist attacks, military actions by the United States,contagious disease outbreaks or similar events cannot be predicted, and their occurrence can be expected to furthernegatively affect the economies of the United States and other foreign countries where Clear Channel does businessgenerally, specifically the market for advertising.

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SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

Clear Channel Summary Historical Consolidated Financial Data

The following sets forth summary historical consolidated financial data for Clear Channel as of and for the fiveyears ended December 31, 2006, and as of and for the six month periods ended June 30, 2007 and 2006. Thesummary historical consolidated financial data as of and for the five years ended December 31, 2006 are derivedfrom audited consolidated financial statements and related notes of Clear Channel incorporated by reference in thisproxy statement/prospectus. The financial data has been revised to reflect, for all periods presented, thereclassification of the assets, liabilities, revenues and expenses of Clear Channel’s television business and certainradio stations as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144,Accounting for the Impairment or Disposal of Long-lived Assets. The summary historical consolidated financialdata as of and for the six month periods ended June 30, 2007 and 2006 are derived from unaudited consolidatedfinancial statements and related notes incorporated by reference in this proxy statement/prospectus. The unauditedconsolidated financial statements include all adjustments, consisting of normal recurring accruals, which ClearChannel considers necessary for a fair presentation of its consolidated financial position and its consolidated resultsof operations for these periods. Due to seasonality and other factors, operating results for the six month period endedJune 30, 2007 are not necessarily indicative of the results that may be expected for the entire year endingDecember 31, 2007.

Acquisitions and dispositions significantly impact the comparability of the historical consolidated financialdata reflected in this financial data. This information is only a summary and you should read the informationpresented below in conjunction with Clear Channel’s historical consolidated financial statements and related notesincorporated by reference into this proxy statement/prospectus, as well as the sections entitled “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in Clear Channel’s annual and quarterlyreports incorporated by reference into this proxy statement/prospectus, which qualify the information presentedbelow in its entirety. See “Where You Can Find Additional Information” on page 155.

2006 2005 2004 2003 2002 2007 2006Year Ended December 31,

Six Months EndedJune 30,

(Unaudited) (Unaudited)

Results of Operations Information:Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,472,581 $6,033,853 $ 6,032,878 $5,690,873 $ 5,406,927 $3,263,343 $3,056,856Operating expenses:

Direct operating expenses (excludes depreciationand amortization) . . . . . . . . . . . . . . . . . . . . 2,447,516 2,265,470 2,142,280 1,957,756 1,784,962 1,293,752 1,194,454

Selling, general and administrative expenses(excludes depreciation and amortization) . . . . . . 1,731,223 1,675,763 1,656,699 1,629,200 1,579,784 845,606 827,438

Depreciation and amortization . . . . . . . . . . . . . . 594,945 586,486 585,694 570,068 525,897 279,637 289,299Corporate expenses (excludes depreciation and

amortization) . . . . . . . . . . . . . . . . . . . . . . . 198,322 168,475 165,248 150,667 158,390 91,194 88,746Merger expenses . . . . . . . . . . . . . . . . . . . . . . 7,633 — — — — 4,370 —Gain on disposition of assets — net . . . . . . . . . . 71,689 49,978 41,862 7,413 18,900 11,041 49,221

Operating income (loss) . . . . . . . . . . . . . . . . . . . 1,564,631 1,387,637 1,524,819 1,390,595 1,376,794 759,825 706,140Interest expense . . . . . . . . . . . . . . . . . . . . . . . . 484,063 443,442 367,511 392,217 431,033 234,499 237,674Gain (loss) on sale of assets related to mergers . . . . . — — — — 3,991 — —Gain (loss) on marketable securities . . . . . . . . . . . . 2,306 (702) 46,271 678,846 (3,096) (15) (3,324)Equity in earnings of nonconsolidated affiliates . . . . 37,845 38,338 22,285 20,669 27,140 16,699 16,624Other income (expense) — net . . . . . . . . . . . . . . . (8,593) 11,016 (29,529) 20,407 5,546 328 (5,257)

Income before income taxes, minority interest,discontinued operations and cumulative effect of achange in accounting principle . . . . . . . . . . . . . 1,112,126 992,847 1,196,335 1,718,300 979,342 542,338 476,509

Income tax expense . . . . . . . . . . . . . . . . . . . . . . 459,393 393,472 458,544 741,420 389,044 224,694 200,695Minority interest income (expense), net of tax . . . . . (31,927) (17,847) (7,602) (3,906) 1,778 (15,245) (12,957)

Income before discontinued operations andcumulative effect of a change in accountingprinciple . . . . . . . . . . . . . . . . . . . . . . . . . . . 620,806 581,528 730,189 972,974 592,076 302,399 262,857

Income from discontinued operations, net(1) . . . . . . 70,711 354,134 115,610 172,617 132,747 35,813 31,445

Income before cumulative effect of a change inaccounting principle . . . . . . . . . . . . . . . . . . . . 691,517 935,662 845,799 1,145,591 724,823 338,212 294,302

Cumulative effect of a change in accountingprinciple, net of tax of, $2,959,003 in 2004 and$4,324,446 in 2002(2) . . . . . . . . . . . . . . . . . . . — — (4,883,968) — (16,778,526) — —

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . $ 691,517 $ 935,662 $(4,038,169) $1,145,591 $(16,053,703) $ 338,212 $ 294,302

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2006 2005 2004 2003 2002 2007 2006Year Ended December 31,

Six Months EndedJune 30,

(Unaudited) (Unaudited)

Net income (loss) per common share:Basic:

Income before discontinued operations andcumulative effect of a change in accountingprinciple . . . . . . . . . . . . . . . . . . . . . . . . $ 1.24 $ 1.06 $ 1.23 $ 1.58 $ .98 $ .61 $ .52

Discontinued operations . . . . . . . . . . . . . . . . .14 .65 .19 .28 .22 .07 .06

Income before cumulative effect of a change inaccounting principle . . . . . . . . . . . . . . . . . 1.38 1.71 1.42 1.86 1.20 .68 .58

Cumulative effect of a change in accountingprinciple . . . . . . . . . . . . . . . . . . . . . . . . — — (8.19) — (27.65) — —

Net income (loss) . . . . . . . . . . . . . . . . . . . . $ 1.38 $ 1.71 $ (6.77) $ 1.86 $ (26.45) $ .68 $ .58

Diluted:Income before discontinued operations and

cumulative effect of a change in accountingprinciple . . . . . . . . . . . . . . . . . . . . . . . . $ 1.24 $ 1.06 $ 1.22 $ 1.57 $ .97 $ .61 $ .52

Discontinued operations . . . . . . . . . . . . . . . . .14 .65 .19 .28 .21 .07 .06

Income before cumulative effect of a change inaccounting principle . . . . . . . . . . . . . . . . . 1.38 1.71 1.41 1.85 1.18 .68 .58

Cumulative effect of a change in accountingprinciple . . . . . . . . . . . . . . . . . . . . . . . . — — (8.16) — (26.74) — —

Net income (loss) . . . . . . . . . . . . . . . . . . . . $ 1.38 $ 1.71 $ (6.75) $ 1.85 $ (25.56) $ .68 $ .58

Dividends declared per share . . . . . . . . . . . . . . . . $ .75 $ .69 $ .45 $ .20 $ — $ .375 $ .375

2006 2005 2004 2003 2002 2007

Year Ended December 31,Six Months Ended

June 30,

(In thousands) (Unaudited)

Balance Sheet Data:Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,205,730 $ 2,398,294 $ 2,269,922 $ 2,185,682 $ 2,123,495 $ 2,219,372Property, plant and equipment — net including

discontinued operations(3). . . . . . . . . . . . . . . . . . . 3,236,210 3,255,649 3,328,165 3,476,900 3,496,340 3,188,546Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,895,978 18,727,756 19,948,055 28,352,693 27,672,153 18,848,462Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 1,663,846 2,107,313 2,184,552 1,892,719 3,010,639 2,049,434Long-term debt, net of current maturities . . . . . . . . . . . 7,326,700 6,155,363 6,941,996 6,898,722 7,357,769 6,519,119Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . 8,042,341 8,826,462 9,488,078 15,553,939 14,210,092 8,315,331

(1) As of June 30, 2007, Clear Channel had definitive asset purchase agreements for the sale of 374 of its radio stations and its televisionbusiness. The results of operations for these radio stations and the television business, along with radio stations which were sold as of June 30,2007, are reported as discontinued operations. In addition, Clear Channel completed the spin-off of its live entertainment and sportsrepresentation businesses on December 21, 2005. Therefore, the results of operations for these businesses through December 21, 2005 arereported in discontinued operations.

(2) We recorded a non-cash charge of $4.9 billion, net of deferred taxes of $3.0 billion, as a cumulative effect of a change in accounting principleduring the fourth quarter of 2004 as a result of the adoption of EITF Topic D-108, Use of the Residual Method to Value Acquired Assets otherthan Goodwill. We recorded a non-cash charge of $16.8 billion, net of deferred taxes of $4.3 billion, in 2002 as a result of the adoption ofFinancial Accounting Standards Statement 142, Goodwill and Other Intangible Assets.

(3) Excludes the property, plant and equipment — net of Clear Channel’s live entertainment and sports representation businesses, which wasspun-off on December 21, 2005.

Unaudited Pro Forma Condensed Consolidated Financial Data

The following unaudited pro forma condensed consolidated financial data has been derived by the applicationof pro forma adjustments to Clear Channel’s audited historical consolidated financial statements for the year endedDecember 31, 2006 and Clear Channel’s unaudited historical consolidated financial statements for the six monthsended June 30, 2007.

The following unaudited pro forma condensed consolidated financial data give effect to the merger which willbe accounted for as a purchase in conformity with Statement of Financial Accounting Standards No. 141(“SFAS No. 141”), Business Combinations and Emerging Issues Task Force Issue 88-16, Basis in LeveragedBuyout Transactions (“EITF 88-16”). As a result of the potential continuing ownership in Holdings by certainmembers of Clear Channel’s management and large shareholders, CC Media Holdings, Inc. expects to allocate aportion of the consideration to the assets and liabilities at their respective fair values with the remaining portion

31

recorded at the continuing shareholders’ historical basis. The pro forma adjustments are based on the preliminaryassessments of allocation of the consideration paid using information available to date and certain assumptionsbelieved to be reasonable. The allocation will be determined following the close of the merger based on a formalvaluation analysis and will depend on a number of factors, including: (i) the final valuation of Clear Channel’s assetsand liabilities as of the effective time of the merger, (ii) the number of equity securities which are subject toagreements between certain officers or employees of Clear Channel and the Fincos pursuant to which such shares oroptions are to be converted into equity securities of CC Media Holdings, Inc. in the merger, which we refer to as the“Rollover Shares,” and the identity of the Clear Channel shareholders who exchange Rollover Shares for shares ofcapital stock of CC Media Holdings, Inc., (iii) the identity of the shareholders who elect to receive StockConsideration in the merger and the number of shares of Class A common stock allocated to them, after givingeffect to the 30% aggregate cap and 9.9% individual cap on Stock Election Shares (as defined below) and (iv) thehistorical basis of continuing ownership under EITF 88-16. Differences between the preliminary and finalallocation may have a material impact on amounts recorded for total assets, total liabilities, shareholders’ equityand depreciation and amortization expense. For purposes of the unaudited pro forma condensed consolidatedfinancial data, the management of CC Media Holdings, Inc. has assumed that all unaffiliated shareholders will makea Stock Election covering all of their Clear Channel shares in the merger. That assumption results in 0.64% of eachasset and liability recorded at historic carryover basis and 99.36% at fair value.

The unaudited pro forma condensed consolidated balance sheet was prepared based upon the historicalconsolidated balance sheets of Clear Channel, adjusted to reflect the merger as if it had occurred on June 30, 2007.

The unaudited pro forma condensed consolidated statement of operations for the year ended December 31,2006 and the six months ended June 30, 2007 were prepared based upon the historical consolidated statements ofoperations of Clear Channel, adjusted to reflect the merger as if it had occurred on January 1, 2006.

The unaudited pro forma condensed consolidated statements of operations do not reflect nonrecurring chargesthat have been or will be incurred in connection with the merger, including (i) compensation charges of$127.5 million for the acceleration of vesting of stock options and restricted shares, (ii) certain non-recurringadvisory and legal costs of $258.2 million, (iii) costs for the early redemption of certain Clear Channel debt of $94.6million, and (iv) costs of $61.8 million associated with change in control provisions of miscellaneous contracts. Inaddition, Clear Channel may enter into definitive agreements to sell additional radio stations, or transfer assets todivestiture trusts, after August 7, 2007, in order to obtain regulatory approvals or otherwise. Since these potentialsales have not yet been identified as probable, they are not reflected in the unaudited pro forma condensedconsolidated financial statements.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with thehistorical financial statements and the notes thereto of Clear Channel incorporated by reference in this proxystatement/prospectus and the other financial information contained in “Selected Historical and Pro FormaConsolidated Financial Data”, and “Management’s Discussion and Analysis of the Financial Condition andResults of Operations” included or incorporated by reference herein.

The unaudited pro forma condensed consolidated data is not necessarily indicative of the actual results ofoperations or financial position had the above described transactions occurred on the dates indicated, nor are theynecessarily indicative of future operating results or financial position.

32

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETAT JUNE 30, 2007

(In thousands)

ASSETSClear Channel

HistoricalMerger

Adjustments Pro Forma

Current assets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 91,784 $ — $ 91,784

Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . 1,668,713 — 1,668,713

Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,333 — 138,333

Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236,250 59,923(B) 296,173Current assets from discontinued operations . . . . . . . . . . 84,292 — 84,292

Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . 2,219,372 59,923 2,279,295

Property, plant & equipment, net . . . . . . . . . . . . . . . . . . . . 2,953,038 151,860(A) 3,104,898

Property, plant and equipment from discontinuedoperations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235,508 35,556(A) 271,064

Definite-lived intangibles, net. . . . . . . . . . . . . . . . . . . . . . . 493,548 487,647(A) 981,195

Indefinite-lived intangibles — Licenses . . . . . . . . . . . . . . . . 4,191,539 2,535,917(A) 6,727,456

Indefinite-lived intangibles — Permits . . . . . . . . . . . . . . . . 245,593 2,815,541(A) 3,061,134

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,116,195 5,947,915(A) 13,064,110

Goodwill and intangible assets from discontinuedoperations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513,914 1,256,700(A) 1,770,614

Other assets:

Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,561 — 6,561

Investments in, and advances to, nonconsolidatedaffiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330,448 341,852(A) 672,300

Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281,063 276,622(A), (B) 557,685

Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236,923 — 236,923

Other assets from discontinued operations . . . . . . . . . . . . 24,760 — 24,760

Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,848,462 $13,909,533 $32,757,995

33

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETAT JUNE 30, 2007

(In thousands)Clear Channel

HistoricalMerger

Adjustments Pro Forma

LIABILITIES AND SHAREHOLDERS’ EQUITYAccounts payable, accrued expenses and accrued

interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,098,562 $ — $ 1,098,562

Current portion of long-term debt . . . . . . . . . . . . . . . 688,821 (1,883)(A), (C) 686,938

Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . 186,332 — 186,332

Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . 46,776 — 46,776

Current liabilities from discontinued operations . . . . . 28,943 — 28,943

Total Current Liabilities . . . . . . . . . . . . . . . . . . . 2,049,434 (1,883) 2,047,551

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,519,119 16,096,537(A), (C) 22,615,656

Other long-term obligations . . . . . . . . . . . . . . . . . . . . . 81,421 (81,421)(D) —

Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . 695,469 2,395,940(A), (E) 3,091,409

Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . 782,652 (72,204)(A), (F) 710,448

Long-term liabilities of discontinued operations . . . . . . 22,029 — 22,029

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383,007 — 383,007

Shareholders’ equityCommon Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,807 (49,807)(G) —

Class A common stock, par $.001 per share,30.6 million shares authorized. . . . . . . . . . . . . . . . — 32 32

Classes B and C common stock, par $.001 per share,71.4 million shares authorized. . . . . . . . . . . . . . . . — 70 70

Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 26,833,564 (22,945,771)(G) 3,887,793(L)

Retained deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,902,708) 18,902,708(G) —

Accumulated other comprehensive income . . . . . . . . 338,474 (338,474)(G) —

Cost of shares held in treasury . . . . . . . . . . . . . . . . . (3,806) 3,806(G) —

Total Shareholders’ Equity . . . . . . . . . . . . . . . . . 8,315,331 (4,427,436)(G) 3,887,895(L)

Total Liabilities and Shareholders’ Equity . . . . . $ 18,848,462 $ 13,909,533 $32,757,995

34

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONSSIX MONTH PERIOD ENDED JUNE 30, 2007

(In thousands)Clear Channel

HistoricalMerger

Adjustments Pro Forma

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,263,343 $ — $3,263,343

Operating expenses:

Direct operating expenses (excludes depreciation andamortization) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,293,752 — 1,293,752

Selling, general and administrative expenses (excludesdepreciation and amortization) . . . . . . . . . . . . . . . . . . . . 845,606 — 845,606

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 279,637 35,386 (H) 315,023

Corporate expenses (excludes depreciation andamortization) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,194 3,874 (M) 95,068

Merger expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,370 (4,370)(K) —

Gain on disposition of assets — net . . . . . . . . . . . . . . . . . . 11,041 — 11,041

Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 759,825 (34,890) 724,935

Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,499 724,877 (I) 959,376

Gain (loss) on marketable securities . . . . . . . . . . . . . . . . . . . . . . (15) — (15)

Equity in earnings of nonconsolidated affiliates . . . . . . . . . . . . . 16,699 — 16,699

Other income — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328 — 328

Income (loss) before income taxes and minority interest . . . . . . . 542,338 (759,767) (217,429)

Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . (224,694) 287,264 (E) 62,570

Minority interest expense, net of tax . . . . . . . . . . . . . . . . . . . . . 15,245 — 15,245

Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . $ 302,399 $(472,503) $ (170,104)

Basic EPS:

Income (loss) from continuing operations . . . . . . . . . . . . . . . . $ .61 (J) $ (1.67)

Diluted EPS:

Income (loss) from continuing operations . . . . . . . . . . . . . . . . $ .61 (J) $ (1.67)

35

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONSYEAR ENDED DECEMBER 31, 2006

(In thousands)Clear Channel

HistoricalMerger

Adjustments Pro Forma

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,472,581 $ — $6,472,581

Operating expenses:

Direct operating expenses (excludes depreciation andamortization) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,447,516 — 2,447,516

Selling, general and administrative expenses (excludesdepreciation and amortization) . . . . . . . . . . . . . . . . . . . 1,731,223 — 1,731,223

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . 594,945 70,772 (H) 665,717

Corporate expenses (excludes depreciation andamortization) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198,322 7,465 (M) 205,787

Merger expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,633 (7,633)(K) —

Gain on disposition of assets — net. . . . . . . . . . . . . . . . . . 71,689 — 71,689

Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,564,631 (70,604) 1,494,027

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 484,063 1,476,814 (I) 1,960,877

Gain on marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . 2,306 — 2,306

Equity in earnings of nonconsolidated affiliates . . . . . . . . . . . . 37,845 — 37,845

Other income (expense) — net . . . . . . . . . . . . . . . . . . . . . . . . . (8,593) — (8,593)

Income (loss) before income taxes and minority interest . . . . . . 1,112,126 (1,547,418) (435,292)

Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . (459,393) 585,123 (E) 125,730

Minority interest expense, net of tax. . . . . . . . . . . . . . . . . . . . . 31,927 — 31,927

Income (loss) from continuing operations . . . . . . . . . . . . . . . . . $ 620,806 $ (962,295) $ (341,489)

Basic EPS:

Income (loss) from continuing operations . . . . . . . . . . . . . . . $ 1.24 (J) $ (3.38)

Diluted EPS:

Income (loss) from continuing operations . . . . . . . . . . . . . . . $ 1.24 (J) $ (3.38)

36

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL DATA

The unaudited pro forma condensed consolidated financial data includes the following pro forma assumptionsand adjustments:

(A) The pro forma adjustments include the fair value adjustments to assets and liabilities in accordance withFAS 141 and the historical basis of the continuing shareholders of the “control group” in accordance withEITF 88-16. CC Media Holdings, Inc.’s control group under EITF 88-16 include members of management of ClearChannel who exchange Rollover Shares for capital stock of Holdings and greater than 5% shareholders whoseownership has increased as a result of making a Stock Election in the merger transaction.

For the unaudited pro forma condensed consolidated financial data, the pro forma adjustments assume a 0.64%continuing ownership of the control group based on an assumption that all unaffiliated shareholders make a StockElection with respect to all of their shares of Clear Channel stock in the merger. The application of EITF 88-16 to thebook and fair values of acquired assets results in a difference between the purchase consideration paid in the mergerand the recorded value of the acquired assets ($72.1 million). This amount has been allocated to the individual assetsand liabilities acquired. The composition of the Holdings’ control group will ultimately be determined by: (i) thenumber of Rollover Shares and the identity of the Clear Channel management shareholders who exchange RolloverShares for shares of capital stock of CC Media Holdings, Inc. and (ii) the identity of the shareholders who elect toreceive Stock Consideration in the merger and the number of shares of Class A common stock allocated to them,after giving effect to the 30% aggregate cap and 9.9% individual cap on Stock Election Shares. The CC MediaHoldings, Inc.’s control group then determines the extent to which a portion of Clear Channel’s assets, liabilities andequity are recorded at historical basis, and could be materially different than the amounts included in the pro formacondensed consolidated financial data.

The 0.64% assumed for continuing ownership of the control group is based on the assumption that allunaffiliated shareholders of Clear Channel make a Stock Election with respect to all shares of Clear Channelcommon stock held by them. The determination of the 0.64% reflects the agreements entered into byMessrs. Mark P. Mays and Randall T. Mays to exchange $20.0 million of Rollover Shares (computed at$39.20 per share) in the aggregate. There are no additional agreements currently in place by managementshareholders to exchange current holdings for Rollover Shares. As such, no further Rollover Shares are assumedfor the purpose of this calculation. If all eligible management shareholders who are part of the control group enteragreements to exchange all of their current Clear Channel holdings into Rollover Shares, the continuing ownershippercentage of the control group would be approximately 6.5%.

37

The following table shows the potential impact of a range of continuing aggregate ownership by the controlgroup and the resulting pro forma balances for Holding’s Total Assets and Total Shareholders’ Equity at June 30,2007, and Income from Continuing Operations for the year ended December 31, 2006, and the six months endedJune 30, 2007.

0.64% 6.5% 10% 20% 30%(1)Control Group Continuing Ownership

(In thousands)

Definite-lived intangibles . . . . . . $ 981,195 952,681 935,258 886,179 837,100

Indefinite-lived intangibles —Licenses . . . . . . . . . . . . . . . . 6,727,456 6,579,170 6,488,565 6,233,340 5,978,115

Indefinite-lived intangibles —Permits . . . . . . . . . . . . . . . . . 3,061,134 2,896,497 2,795,901 2,512,534 2,229,166

Goodwill . . . . . . . . . . . . . . . . . . 13,064,110 12,715,143 12,501,919 11,901,286 11,300,653

Total Assets . . . . . . . . . . . . . . . . $32,757,995 $31,963,157 $31,477,499 $30,109,448 $28,741,396

Total Shareholders’ Equity . . . . . $ 3,887,895 $ 3,223,316 $ 2,833,358 $ 1,706,717 $ 580,075

Loss from ContinuingOperations for the year endedDecember 31, 2006 . . . . . . . . $ (341,489) $ (336,468) $ (334,900) $ (330,484) $ (326,068)

Loss from ContinuingOperations for the six monthsended June 30, 2007. . . . . . . . $ (170,104) $ (169,355) $ (168,571) $ (166,363) $ (164,155)

(1) The 30% continuing ownership assumes: (i) that the only unaffiliated shareholders that make a Stock Electionare 5% shareholders of Clear Channel on June 30, 2007, and (ii) the assumption there are no Rollover Sharesother than those detailed above for Messrs. Mark P. Mays and Randall T. Mays. To the extent that anyunaffiliated shareholders, based on Clear Channel shareholdings as of June 30, 2007, make a Stock Electionwith respect to any material portion of their holdings, it would be unlikely that the control group would begreater than 30% of Holdings.

For purposes of the pro forma adjustments, the historical book basis of equity was used as a proxy forhistorical, or predecessor basis of the control group’s ownership. The actual predecessor basis will be used, to theextent practicable, in the final purchase adjustments.

38

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL DATA — (Continued)

A summary of the merger transaction is presented below:

(In thousands)

Consideration for Equity(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,581,464

Estimated Transaction Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403,760

Total Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,985,224

Less: net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,315,331

Less: adjustment for historical carryover basis per EITF 88-16 . . . . . . . . . . . . . . . . . . 72,105

Excess consideration to be allocated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,597,788

Allocation:Fair value adjustments:

Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 151,860

Property, plant and equipment from discontinued operations, net . . . . . . . . . . . . . . . 35,556

Definite-lived intangibles (ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 487,647

Indefinite-lived intangibles — Licenses (iii). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,535,917

Indefinite-lived intangibles — Permits (iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,815,541

Intangible assets from discontinued operations, net . . . . . . . . . . . . . . . . . . . . . . . . . 1,256,700

Investments in, and advances to, nonconsolidated affiliates . . . . . . . . . . . . . . . . . . . 341,852

Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56,580)

Current portion of long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,883

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 436,331

Deferred income taxes recorded for fair value adjustments to assets and liabilities . . (2,395,940)

Other long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,204

Termination of interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,098)

Goodwill (iv) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,947,915

Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,597,788

(i) Consideration for equity:

Total shares outstanding(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 499,527

Multiplied by: Price per share(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39.20

$19,581,464

(1) Total shares outstanding include 1.6 million equivalent shares subject to employee stock options.

(2) Price per Share is assumed to be the $39.20 per share to be paid as part of the Cash Consideration.

(ii) Identifiable intangible assets acquired subject to amortization includes contracts amortizable over a weightedaverage amortization period of approximately 7 years.

(iii) The licenses and permits were deemed to be indefinite-lived assets that can be separated from any other asset,do not have legal, regulatory, contractual competitive, economic or other factors that limit the useful lives andrequire no material levels of maintenance to retain their cash flows. As such, licenses and permits are notcurrently subject to amortization. Annually, the licenses and permits will be reviewed for impairment anduseful lives evaluated to determine whether facts and circumstances continue to support an indefinite life forthese assets.

39

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL DATA — (Continued)

(iv) The pro forma adjustment to goodwill consists of:

Removal of historical goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (7,116,195)

Goodwill arising from the merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,064,110

$ 5,947,915

(B) These pro forma adjustments record the deferred loan costs of $393.1 million arising from the debt issuedin conjunction with the merger.

(C) This pro forma adjustment reflects the debt financing transactions currently anticipated to be associatedwith the merger and the fair value adjustments to existing Clear Channel long-term debt. The debt financingarrangements are subject to change (whether as a result of market conditions or otherwise) and the final terms,structures and amounts of the actual debt financing arrangements may not be determined until shortly before theeffective time of the merger. Accordingly, the final terms, structures and amounts of any or all of the actual debtfinancing arrangements may differ materially from those described below.

Total Debt to be Redeemed(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,206,556)

Issuance of Debt in merger(ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,706,326

Fair value adjustment ($448,328 related to Clear Channel Senior Notes less $10,114related to other fair value adjustments) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (438,214)

Less: termination of interest rate swaps in connection with the merger. . . . . . . . . . . . . 33,098

Debt Adjustment ($16,092,771 long-term less $1,883 current portion) . . . . . . . . . . . . . $16,094,654

(i) Total Debt to be Redeemed:

Clear Channel Bank Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 785,251

Clear Channel 7.650% Senior Notes due 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 750,000

AMFM Operating, Inc. 8% Senior Notes due 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 671,305

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,206,556

(ii) Issuance of Debt in the Merger:Term Amount Issued

Senior Secured Credit Facilities:

Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.0 years $ 1,250,000

Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5 years 14,150,000

Receivables Backed Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.0 years 750,000

Senior Bridge Facility (1) (or New Senior Notes) . . . . . . . . . . . . . . . . . . 8.0 years 2,556,326

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,706,326

(1) Initial maturity of one year, which is automatically extended to eight years if remaining outstanding after oneyear.

(D) This pro forma adjustment is for the termination of US Dollar — Euro cross currency swaps in connectionwith the merger.

(E) Deferred income taxes in the unaudited pro forma condensed consolidated balance sheet are recorded atthe statutory rate in effect for the various tax jurisdictions in which Clear Channel operates. Deferred income taxliabilities increased $2.4 billion on the unaudited pro forma consolidated balance sheet primarily due to the fair

40

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL DATA — (Continued)

value adjustments for licenses, permits, and other intangibles. These adjustments were partially offset by adjust-ments for deferred tax assets from net operating losses generated by transaction costs associated with the merger.

The pro forma adjustment for income tax expense was determined using statutory rates for the year endedDecember 31, 2006, and the six months ended June 30, 2007.

(F) This pro forma adjustment is for the termination payment on interest rate swaps in connection with themerger and the payment of $39.1 million required upon a change of control as a result of the merger for a non-qualified employee benefit plan.

(G) These pro forma adjustments eliminate the historical shareholders’ equity to the extent that it is notcarryover basis for the control group under EITF 88-16 (99.36% eliminated with 0.64% at carryover basis).

(H) This pro forma adjustment is for the additional depreciation and amortization related to the fair valueadjustments on property, plant and equipment and definite-lived intangible assets based on the estimated remaininguseful lives of approximately 9 years for such assets.

(I) This pro forma adjustment is for the incremental interest expense currently anticipated to be associatedwith the merger and the fair value adjustments to existing Clear Channel long-term debt. The debt financingarrangements are subject to change (whether as a result of market conditions or otherwise) and the final terms,structures and amounts of the actual debt financing arrangements may not be determined until shortly before theeffective time of the merger. Accordingly, the final terms, structures and amounts of any or all of the actual debtfinancing arrangements may differ materially from those described below and interest expense may be materiallyhigher (see footnote (4) below).

(In thousands)

Year EndedDecember 31,

2006Six Months Ended

June 30, 2007

Interest expense on Debt redeemed in connection with the Merger. . $ (207,339) $ (96,263)

Debt Issued in Merger:

Interest expense on Senior Secured Credit Facilities(1) . . . . . . . . . . 1,267,065 633,533Interest expense on Receivables Backed Credit Facility(2) . . . . . . . . 52,388 26,194

Interest expense on Senior Bridge Facility(3) . . . . . . . . . . . . . . . . . 242,290 121,145

Amortization of fair value adjustments on Clear Channel SeniorNotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,415 14,645

Amortization of deferred financing fees from new debt issued inthe Merger and Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,995 25,623

Pro forma interest adjustment(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,476,814 $724,877

(1) Assumes LIBOR plus a weighted average margin of 2.73% (a range from 2.50% to 2.75% for LIBOR rate debt).Interest rates may be based upon a base rate or a LIBOR rate plus a margin. Also assumes a weighted averagecommitment fee of 0.69% on the unutilized portion of the Senior Secured Credit Facilities. Unutilizedcommitment fees are assumed to range from 0.50% to 1.00%.

(2) Assumes LIBOR plus a margin of 1.50%. Interest rates may be based upon a base rate or a LIBOR rate plus amargin. Also assumes a commitment fee of 0.375% on the unutilized portion of the Receivables Backed CreditFacility.

(3) Assumes LIBOR plus a weighted average margin of 4.14% (a range from 4.00% to 4.25% for LIBOR rate debt).Interest rates are anticipated to be based upon a LIBOR rate plus a margin. Also assumes entire amount ofSenior Bridge Facility is funded in lieu of issuance of New Senior Notes. If New Senior Notes or other debtsecurities are not issued to refinance the Senior Bridge Facility, interest rates may increase on a periodic basis,which could result in maximum annual interest expense of $283.3 million.

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NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL DATA — (Continued)

(4) Assumes a weighted average interest rate of 9.0% excluding interest expense on debt repaid or redeemed inconnection with merger. For each 0.125% increase (or decrease) in interest rate, the annual interest expensewould increase (or decrease) by approximately $23.4 million.

(J) There is no dilutive effect related to stock options and other potentially dilutive securities on weightedaverage shares outstanding as a pro forma net loss is reported for the year ended December 31, 2006 and six monthsended June 30, 2007. Pro forma basic and diluted shares are 102.0 million.

(K) These pro forma adjustments reverse merger expenses as they are non-recurring charges incurred inconnection with the merger.

(L) Pro forma Shareholders’ equity was calculated as follows:

(In thousands)

Fair value of Shareholders’ equity at June 30, 2007 . . . . . . . . . . . . . . . . . $ 19,581,464

Net increase in debt due to merger(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,621,464)

Fair value of equity after merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,960,000

Pro forma Shareholder’s equity under EITF 88-16

Fair value of equity after merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,960,000

Less: 0.64% of Fair value of equity after merger ($3,960,000 multipliedby 0.64%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,344)

Plus: 0.64% of Shareholders’ historical carryover basis (8,315,331multiplied by 0.64%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,218

Less: Deemed dividend (15,621,464 multiplied by 0.64%). . . . . . . . . . . . . (99,979)

Adjustment for Historical Carryover Basis per EITF 88-16 . . . . . . . . . . . . (72,105)

Total pro forma Shareholders’ equity under EITF 88-16(ii) . . . . . . . . . . $ 3,887,895

(i) Net increase in debt in merger transaction:

Issuance of debt in merger transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,706,326

Total debt redeemed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,206,556)

Estimated transaction and loan costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (878,306)

Total increase in debt in merger transaction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,621,464

(ii) Total pro forma Shareholders’ equity under EITF 88-16:

Class A common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32

Classes B and C common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,887,793

$3,887,895

(M) This pro forma adjustment records non-cash compensation expense of $7.5 million and $3.9 million forthe year ended December 31, 2006 and the six months ended June 30, 2007, respectively, associated with commonstock options of Holdings that will be granted to certain key executives upon completion of the merger inaccordance with new employment agreements described elsewhere in this proxy statement/prospectus. Theassumptions used to calculate the fair value of these awards were consistent with the assumptions used by ClearChannel disclosed in its Form 10-K for the year ended December 31, 2006. It is likely that actual results will differfrom these estimates due to changes in the underlying assumptions and the pro forma results of operations could bematerially impacted.

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NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL DATA — (Continued)

CONTRACTUAL OBLIGATIONS; INDEBTEDNESS AND DIVIDEND POLICY FOLLOWINGTHE MERGER

On a pro forma basis, we will be highly leveraged and a substantial portion of our liquidity needs will arisefrom debt service on indebtedness incurred in connection with the merger and from the funding of our costs ofoperations, working capital and capital expenditures.

As of June 30, 2007, on a pro forma basis, we would have had outstanding approximately $23.3 billion of totalindebtedness (reduced by the $449.0 million of fair value adjustments reflected in the pro forma balance sheet),including contractual indebtedness anticipated to be incurred by Merger Sub (with an assumption by Clear Channelby action of the merger) or Clear Channel in connection with the merger and existing indebtedness of Clear Channelto survive the merger. Cash paid for interest during the twelve months ended June 30, 2007, would have been$1.8 billion on a pro forma basis.

Contractual Obligations

Contractual Obligations TotalLess than

1 year 1 to 3 Years 3 to 5 YearsMore than

5 Years

Payment due by Period(In thousands)

Long-term Debt(1)

Existing notes and new debt. . . . . $23,606,326 $ 625,000 $ 812,500 $2,195,000 $19,973,826

Other debt . . . . . . . . . . . . . . . . . . 144,596 63,524 73,940 2,432 4,700

Interest payments on debt . . . . . . 13,519,016 1,753,629 3,594,703 3,400,996 4,769,687

Non-Cancelable Operating Leases . . 2,333,604 224,438 609,829 446,853 1,052,484

Non-Cancelable Contracts . . . . . . . . 3,135,186 521,949 1,147,197 697,705 768,335

Employment/Talent Contracts . . . . . 496,352 195,396 234,253 55,408 11,295

Capital Expenditures . . . . . . . . . . . . 184,924 89,739 74,117 15,126 5,942

Other obligations(2) . . . . . . . . . . . . 311,268 43,000 39,145 123,901 105,222

Total(3). . . . . . . . . . . . . . . . . . . . . . $43,688,272 $3,473,675 $6,585,684 $6,937,421 $26,691,491

(1) Long-term Debt excludes $449.0 million of fair value purchase accounting adjustments made in the pro formabalance sheet.

(2) Other obligations consist of $60.4 million related to asset retirement obligations recorded pursuant to FinancialAccounting Standards No. 143, Accounting for Asset Retirement Obligations, which assumes the underlyingassets will be removed at some period over the next 50 years. Also included is $103.0 million related to thematurity value of loans secured by forward exchange contracts that we accrete to maturity using the effectiveinterest method and can be settled in cash or the underlying shares. These contracts had an accreted value of$84.3 million and the underlying shares had a fair value of $122.7 million recorded on our consolidated balancesheets at June 30, 2007. Also included in the table is $35.6 million related to retirement plans and $43.0 millionrelated to unrecognized tax benefits recorded pursuant to Financial Accounting Standard Board InterpretationNo. 48, Accounting for Uncertainty in Income Taxes.

(3) Excluded from the table is $533.1 million related to various obligations with no specific contractual com-mitment or maturity, $392.1 million of which relates to unrecognized tax benefits recorded pursuant toFinancial Accounting Standard Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes.

We believe that cash generated from operations, together with amounts available under the senior securedcredit facilities, receivables-backed credit facility and other available financing arrangements will be adequate topermit us to meet our debt service obligations, ongoing costs of operations, working capital needs and capitalexpenditure requirements for at least the next 12 months. While we have no reason to believe that we will not havesufficient cash and other resources to fund and meet our obligations beyond such period, future financial andoperating performance, ability to service or refinance our debt and ability to comply with covenants and restrictionscontained in our debt agreements will be subject to future economic conditions and to financial, business and other

43

factors, many of which are beyond our control. See “Risk Factors” and “Cautionary Note Regarding ForwardingLooking Statements”.

Indebtedness

In arranging the necessary financing for the merger and related transactions, Merger Sub and the Fincosreceived the Debt Commitment Letter (as defined below under “Financing — Debt Financing”), which provides for$22.125 billion in aggregate Debt Financing (as defined below under “Financing — Debt Financing”) to beincurred by Merger Sub (with an assumption by Clear Channel by action of the merger) or Clear Channel.

As of March 31, 2007, we had outstanding debt with approximately $7,425 million of aggregate principal, ofwhich $5,041 million will be assumed in connection with the merger and Financing. The Debt Commitment Lettercontemplates that at least a majority in principal amount of each of Clear Channel’s existing 7.65% Senior NotesDue 2010 and AMFM Operating Inc.’s existing 8% Senior Notes due 2008 (the “Repurchased Existing Notes”) willbe repurchased, redeemed, satisfied or discharged on the closing date of the merger or as soon as practicablethereafter. Under the merger agreement, Clear Channel has agreed to commence, and to cause AMFM OperatingInc. to commence, debt tender offers to purchase the Repurchased Existing Notes with the assistance of the Fincos.As part of the debt tender offers, Clear Channel and AMFM Operating Inc. will solicit the consent of the holders toamend, eliminate or waive certain sections (as specified by the Fincos) of the applicable indenture governing theRepurchased Existing Notes. The closing of the debt tender offers will be conditioned on the occurrence of theclosing of the merger, but the closing of the merger and the Debt Financing are not conditioned upon the closing ofthe debt tender offers.

The Debt Commitment Letter and the availability of the Debt Financing are not conditioned on, nor do theyrequire or contemplate the acquisition of, the outstanding public shares of Clear Channel Outdoor. The DebtCommitment Letter and the Debt Financing do not require or contemplate any changes to the existing cashmanagement and intercompany arrangements between Clear Channel and Clear Channel Outdoor, the provisions ofwhich are described in Clear Channel Outdoor’s SEC filings. The consummation of the merger will not permit ClearChannel Outdoor to terminate these arrangements and Clear Channel may continue to use the cash flows of ClearChannel Outdoor for its own general corporate purposes pursuant to the terms of the existing cash management andintercompany arrangements between Clear Channel and Clear Channel Outdoor, which may include makingpayments on the Debt Financings and any other debt financing arrangements. The indebtedness financing themerger and related transactions is currently anticipated to consist of the following Debt Financing:

$18.525 Billion Senior Secured Credit Facilities: term loan facilities and a revolving credit facility. A portionof the Senior Secured Credit Facilities will mature after 7 years and the remainder after 7.5 years. A portion of theterm loan facilities will remain available to Clear Channel during the two-year period following the closing of themerger to finance the payment in full upon maturity of certain Clear Channel Senior Notes. The revolving creditfacility, including sublimits for swingline loans and letters of credit, will be available for up to 7 years to financeworking capital needs and general corporate purposes of Clear Channel, including to finance the repayment of anyClear Channel Senior Notes (subject to certain restrictions) and other transactions not otherwise prohibited. Ifavailability under the Receivables Backed Credit Facility is less than $750 million on the closing of the merger dueto borrowing base limitations, the term loan facilities will be increased by the amount of such shortfall. The termloan facilities provide for quarterly amortization commencing after the second or third anniversary of the merger.The Senior Secured Credit Facilities are expected to bear interest at a rate per annum equal to (a) at the borrower’soption, LIBOR or base rate (the greater of (i) the prime rate announced by Citibank N.A. or its affiliates and (ii) thefederal funds effective rate plus 0.50%) plus (b) an applicable margin, which will be subject to reduction pursuant toa leverage-based pricing grid. Customary unutilized commitment and facility fees will be paid on the undrawnportions under the Senior Secured Credit Facilities.

$1.0 Billion Receivables Backed Credit Facility: a multicurrency asset-based receivables credit facility whichmatures in 6 years. Availability under the Receivables Backed Credit Facility will be limited by a borrowing base. Ifavailability under the Receivables Backed Credit Facility is less than $750 million on the closing of the merger, theSenior Secured Credit Facilities will be increased by the amount of such shortfall. The Receivables Backed CreditFacility is expected to bear interest at a rate per annum equal to (a) at the borrower’s option, LIBOR or base rate plus

44

(b) an applicable margin, which will be subject to reduction pursuant to a leverage-based pricing grid. Customaryunutilized commitment fees will be paid on the undrawn portion under the Receivables Backed Credit Facility.

$2.6 Billion Senior Bridge Facility (or New Senior Notes): to the extent that $2.6 Billion of New Senior Notesor other debt securities are not issued to finance the merger and related transactions, a senior bridge facility with amaturity of one year, which will automatically be extended to the eight anniversary date of the closing of the mergerif not repaid in full. If the Senior Bridge Facility is funded, it is our expectation that the Senior Bridge Facility willbe refinanced with the issuance of New Senior Notes or other debt securities. The Senior Bridge Facility is expectedto bear interest at a rate per annum equal to LIBOR plus an applicable margin, which will be subject to periodicincrease subject to a maximum interest rate. Clear Channel will have the right to elect to pay interest on a portion ofthe Senior Bridge Facility in cash or by adding 50% or 100% (at its election) of accrued interest to the principalamount of the Senior Bridge Facility.

The arrangements governing the Debt Financing are expected to contain customary representations andwarranties, affirmative and negative covenants, events of default, mandatory prepayment or redemption require-ments and other provisions as may be customary for the type of Debt Financing. Although the Debt Financingremains subject to negotiation and completion of definitive documentation, covenants will include, among others,restrictions on the ability of Clear Channel and its restricted subsidiaries to incur indebtedness and liens, dispose ofassets, enter into mergers, make dividends and other payments in respect of capital stock of Clear Channel, makeacquisitions and investments and make payments of certain debt. The Senior Secured Credit Facilities are alsoexpected to contain a senior secured leverage maintenance test and an event of default upon a change of control. Ifan event of default occurs and is continuing under the Senior Secured Credit Facilities, it is anticipated that the agentand lenders thereunder will be entitled to terminate any outstanding commitments, declare all amounts owingthereunder immediately due and payable and exercise any other remedies available under the definitive docu-mentation, including with respect to any credit support, and under applicable law. Although credit support for theDebt Financing will be provided by the direct parent company of Clear Channel, Clear Channel and material whollyowned domestic subsidiaries of Clear Channel (other than those that are designated as unrestricted and others to beagreed), the restrictive covenants contained in the Debt Financing will apply only to Clear Channel and itssubsidiaries (other than those that are designated as unrestricted). Holdings will not be subject to the arrangementand requirements of the Debt Financing.

There can be no assurance that the actual debt financing arrangements will be consistent with the DebtFinancing described above. The foregoing describes the Debt Financing currently contemplated by the DebtCommitment Letter, not the actual debt financing arrangements which will not be arranged or finalized prior to therecord date for the Shareholders’ Meeting or Election Deadline, as the actual debt financing arrangements andagreements governing them are not expected to be finalized until shortly before the effective time of the merger.

In addition, under the merger agreement, the Debt Commitment Letter may be amended, restated, supple-mented or otherwise modified, superseded or replaced to add one or more lenders, lead arrangers, bookrunners,syndication agents or similar entities, increase the amount of debt, replace or modify the facilities or otherwisereplace or modify the Debt Commitment Letter in a manner not less beneficial in the aggregate to Merger Sub, theFincos and Holdings, except that any new debt financing commitments shall not (i) adversely amend the conditionsto the debt financing set forth in the Debt Commitment Letter in any material respect, (ii) reasonably be expected todelay or prevent the closing of the merger, or (iii) reduce the aggregate amount of debt financing available forclosing unless replaced with new equity or debt financing. Subject to the foregoing, Merger Sub and the Fincos arepermitted under the merger agreement to obtain other debt financing arrangements.

Although the Debt Financing is not subject to due diligence or a typical “market out” provision (i.e. a provisionallowing lenders not to fund their commitments if certain conditions in the financial markets prevail), the DebtFinancing may not be considered assured. The availability of the Debt Financing under the Debt CommitmentLetter is subject to customary closing conditions (including as set forth below under “Financing — Debt Financ-ing”). Merger Sub and the Fincos have agreed under the merger agreement that if any portion of the Debt Financingbecomes unavailable in the manner or from the sources contemplated in the Debt Commitment Letter, they haveagreed to use their reasonable best efforts to obtain alternative financing from alternative sources. As of the date ofthis proxy statement/prospectus, no alternative financing arrangements or alternative financing plans have been

45

made in the event the debt financing arrangements described herein is not available as contemplated. Subject to theprovisions of the merger agreement, the terms, structures and amounts of any alternative financing may materiallydiffer from the Debt Financing. There can be no assurances that conditions to availability of the Debt Financing canbe satisfied or that alternative financing will be available.

The debt financing arrangements are subject to change (whether as a result of market conditions, alternativefinancing arrangements or otherwise) and the Debt Financing described above or any other debt financings remainsubject to negotiation and completion of definitive documentation. Accordingly, since the final terms, structuresand amounts of the actual debt financing arrangements have not been agreed upon and may not be determined untilshortly before the effective time of the merger, the final terms, structures and amounts of any or all of the actual debtfinancing may materially differ from the Debt Financing described above.

Dividend Policy

We currently do not intend to pay regular quarterly cash dividends on the shares of Class A common stock to beoutstanding after the merger. We may from time to time decide to pay dividends to holders of our common stock,which dividends may be substantial. If we pay a dividend to holders of any class of common stock, we will pay a prorata dividend to holders of all classes of our common stock. Any decision to pay dividends to holders of our commonstock will depend on a variety of factors, including such factors as (1) Holdings’ and/or Clear Channel’s ability toincur debt, cash resources, results of operations, financial position, and capital requirements, (2) timing andproceeds realized from asset sales, (3) regulatory changes and (4) any limitations imposed by Holdings’ or ClearChannel’s creditors. Clear Channel’s debt financing arrangements are expected to include restrictions on its abilityto pay dividends and make other payments to Holdings. If we were to require cash from Clear Channel to paydividends, Clear Channel’s debt financing arrangements could restrict its ability to make such cash available to us topay such dividends.

DESCRIPTION OF BUSINESS OF HOLDINGS

Holdings was formed in anticipation of the merger for the sole purpose of owning the equity securities of ClearChannel. As a result the assets and business of Holdings will consist almost exclusively of those of Clear Channel.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION ANDRESULTS OF OPERATIONS OF CC MEDIA HOLDINGS, INC.

Holdings was formed by the Sponsors in May 2007 for the purpose of acquiring Clear Channel. It has notconducted any activities to date other than activities incident to its formation and in connection with the transactionscontemplated by the merger agreement. Holdings does not have any assets or liabilities other than as contemplatedby the merger agreement. Clear Channel will become an indirect wholly owned subsidiary of Holdings uponconsummation of the merger, and the business of Holdings after the merger will be that of Clear Channel and itssubsidiaries. Management’s Discussion and Analysis of the Financial Condition and Results of Operations of ClearChannel is set forth in Clear Channel’s Annual Report on Form 10-K for the year ended December 31, 2006, itsQuarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2007, and its Current Report onForm 8-K filed August 15, 2007, each of which are incorporated by reference herein.

BOARD OF DIRECTORS AND MANAGEMENT OF HOLDINGS

The following section sets forth information as of July 27, 2007, regarding individuals who currently serve asour directors and executive officers, as well as those individuals who we expect to serve as our directors andexecutive officers following consummation of the merger.

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Current Board of Directors and Executive Officers

Our board of directors is currently composed of eight directors. Each director is elected to a term of one year.The following table sets forth information regarding our current executive officers and directors.

Name Age Position

Scott M. Sperling . . . . . . . . . . . . . . . . . 49 President and Director

Steve Barnes . . . . . . . . . . . . . . . . . . . . . 47 Director

Richard J. Bressler. . . . . . . . . . . . . . . . . 49 Director

Charles A. Brizius . . . . . . . . . . . . . . . . . 38 Director

John Connaughton . . . . . . . . . . . . . . . . . 41 Director

Ed Han . . . . . . . . . . . . . . . . . . . . . . . . . 32 Director

Ian K. Loring . . . . . . . . . . . . . . . . . . . . 41 Director

Kent R. Weldon. . . . . . . . . . . . . . . . . . . 39 Director

Anticipated Board of Directors and Executive Officers

Following the consummation of the merger, we will increase the size of our board of directors from eight totwelve members. Holders of our Class A common stock, voting as a separate class, will be entitled to elect twomembers of the board. However, since the unaffiliated shareholders and optionholders of Clear Channel that elect toreceive shares of our Class A Common Stock will hold at most 30% of the outstanding capital stock and votingpower of Holdings after the merger, such holders will not have the voting power to elect the remaining 10 membersof our board. Pursuant to a voting agreement we have entered into with the Highfields Funds, immediately followingthe effective time of the merger one of the members of the board who are to be elected by holders of our Class ACommon Stock will be selected by Highfields Management and the other director will be selected by ournominating committee after consultation with Highfields Management and any holder owning three percent ormore of the total outstanding equity securities of Holdings. These directors will serve until our next shareholdersmeeting. In addition, until the Highfields Funds own less than five percent of the outstanding voting securities ofHoldings issued as Stock Consideration, Holdings will nominate two candidates for election by the holders ofClass A Common Stock, of which one candidate will be selected by Highfields Management (which candidate willserve on our nominating and governance committee) and one candidate will be selected by Holdings’ nominatingcommittee after consultation with Highfields Management and any public holder owning three percent or more ofthe total outstanding equity securities of Holdings.

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The following table sets forth information regarding the individuals who are expected to serve as our directorsand executive officers following consummation of the merger.

Name Age Position

Mark P. Mays . . . . . . . . . . . . . . . . . . . . 43 Director and Chief Executive Officer

Randall T. Mays . . . . . . . . . . . . . . . . . . 41 Director and President

Scott M. Sperling . . . . . . . . . . . . . . . . . 49 Director

Steve Barnes . . . . . . . . . . . . . . . . . . . . . 47 Director

Richard J. Bressler. . . . . . . . . . . . . . . . . 49 Director

Charles A. Brizius . . . . . . . . . . . . . . . . . 38 Director

John Connaughton . . . . . . . . . . . . . . . . . 41 Director

Ed Han . . . . . . . . . . . . . . . . . . . . . . . . . 32 Director

Ian K. Loring . . . . . . . . . . . . . . . . . . . . 41 Director

Kent R. Weldon. . . . . . . . . . . . . . . . . . . 39 Director

L. Lowry Mays . . . . . . . . . . . . . . . . . . . 71 Chairman Emeritus

Paul J. Meyer . . . . . . . . . . . . . . . . . . . . 64 Global President and Chief Operating Officer —Clear Channel Outdoor, Inc.

John E. Hogan . . . . . . . . . . . . . . . . . . . 50 President/Chief Executive Officer — ClearChannel Radio

Biographies

Mark P. Mays served as Clear Channel’s President and Chief Operating Officer from February 1997 untilhis appointment as its President and Chief Executive Officer in October 2004. He relinquished his duties asPresident in February 2006. Mr. Mark Mays has been one of Clear Channel’s directors since May 1998.Mr. Mark Mays is the son of L. Lowry Mays, Clear Channel’s Chairman of the Board and the brother ofRandall T. Mays, Clear Channel’s President and Chief Financial Officer.

Randall T. Mays was appointed as Clear Channel’s Executive Vice President and Chief Financial Officerin February 1997. He was appointed Clear Channel’s President in February 2006. Mr. Randall Mays is the sonof L. Lowry Mays, Clear Channel’s Chairman of the Board and the brother of Mark P. Mays, Clear Channel’sChief Executive Officer.

Scott M. Sperling is Co-President of Thomas H. Lee Partners, L.P. and Trustee and General Partner ofvarious THL Equity Funds. Mr. Sperling is also President of TH Lee Putnam Capital. Prior to joining ThomasH. Lee Partners, L.P. in 1994, Mr. Sperling was, for over ten years, Managing Partner of The Aeneas Group,Inc., the private capital affiliate of Harvard Management Company. Prior to that, Mr. Sperling was a seniorconsultant with the Boston Consulting Group. Mr. Sperling is currently a Director of Hawkeye Holdings, Inc.,Thermo Fisher Scientific, Inc., Univision Communications, Inc., Warner Music Group Corp. and severalprivate companies. His prior directorships include Houghton Mifflin Company, ProSiebenSat.1 Media AG,Experian Information Solutions, Inc. and several other companies. Mr. Sperling holds a B.S. from PurdueUniversity and an M.B.A. from the Harvard Graduate School of Business Administration.

Steve Barnes has been associated with Bain Capital Partners, LLC since 1988 and has been a ManagingDirector since 2000. In addition to working for Bain Capital Partners, LLC, he also held senior operating rolesof several Bain Capital portfolio companies including Chief Executive Officer of Dade Behring, Inc., Presidentof Executone Business Systems, Inc., and President of Holson Burnes Group, Inc. Prior to 1988, he heldseveral senior management positions in the Mergers & Acquisitions Support Group of Pricewaterhouse-Coopers. Mr. Barnes presently serves on several boards including Sigma Kalon, CRC, Accellent andUnisource. He is also active in numerous community activities including being a member of the Board ofDirector’s of Make-A-Wish Foundation of Massachusetts, the United Way of Massachusetts Bay, theTrust Board of Children’s Hospital in Boston, the Syracuse University School of Management CorporateAdvisory Council and the Executive Committee of the Young President’s Organization in New England. Hereceived a B.S. from Syracuse University and is a Certified Public Accountant.

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Richard J. Bressler is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H.Lee Partners, L.P. in 2006, Mr. Bressler was employed by Viacom, Inc. from May 2001 through 2005 as theSenior Executive Vice President and Chief Financial Officer with responsibility for managing all strategic,financial, business development, and technology functions. Prior to that, Mr. Bressler served in variouscapacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner DigitalMedia. He also served as Executive Vice President and Chief Financial Officer of Time Warner Inc. fromMarch 1995 to June 1999. Prior to joining Time Inc. in 1988, Mr. Bressler was a partner with the accountingfirm of Ernst & Young since 1979. Mr. Bressler is currently a Director of Univision Communications, Inc.,Warner Music Group Corp., Gartner, Inc., The Nielsen Company and American Media, Inc., Inc. In addition,Mr. Bressler is a member of the J.P. Morgan Chase National Advisory Board. Mr. Bressler holds a B.B.A. fromAdelphi University.

Charles A. Brizius is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. LeePartners, L.P. in 1993, Mr. Brizius was employed by Morgan Stanley & Co. Incorporated in the CorporateFinance Department as part of the Financial Institutions Group. Mr. Brizius has also worked as a securitiesanalyst at The Capital Group Companies, Inc., an institutional money management firm. Mr. Brizius iscurrently a Director of Ariel Holdings Ltd., Front Line Management Companies, Inc., and Spectrum Brands,Inc. His prior directorships include Big V Supermarkets, Inc., Eye Care Centers of America, Inc., HoughtonMifflin Company, TransWestern Publishing Company, United Industries Corporation and Warner MusicGroup Corp. Mr. Brizius holds a B.B.A. from Southern Methodist University and an M.B.A. from the HarvardGraduate School of Business Administration.

John Connaughton has been a Managing Director of Bain Capital Partners, LLC since 1997 and amember of the firm since 1989. He has played a leading role in transactions in the media, technology andmedical industries. Prior to joining Bain Capital, Mr. Connaughton was a consultant at Bain & Company, Inc.,where he advised Fortune 500 companies. Mr. Connaughton currently serves as a director of Warner MusicGroup Corp., AMC Theatres, Cumulus Media Partners, Sungard Data Systems, Hospital Corporation ofAmerica (HCA), MC Communications (PriMed), Warner Chilcott, Epoch Senior Living, CRC Health Group,and The Boston Celtics. He also volunteers for a variety of charitable organizations, serving as a member ofThe Berklee College of Music Board of Trustees and the UVa McIntire Foundation Board of Trustees.Mr. Connaughton received a B.S. in commerce from the University of Virginia and an M.B.A. from theHarvard Graduate School of Business Administration.

Ed Han first joined Bain Capital Partners, LLC in 1998, and is currently a Principal of the firm. Prior tojoining Bain Capital Partners, LLC, Mr. Han was a consultant at McKinsey & Company. Mr. Han received aB.A. from Harvard College and an M.B.A. from the Harvard Graduate School of Business Administration.

Ian K. Loring is a Managing Director at Bain Capital Partners, LLC. Prior to joining Bain CapitalPartners, LLC in 1996, Mr. Loring was a Vice President of Berkshire Partners, with experience in technology,media and telecommunications industries. Mr. Loring serves on the Boards of Directors of Warner MusicGroup, Eschelon, NXP and Cumulus Media Partners as well as other private companies. Mr. Loring received aB.A. from Trinity College and an MBA from the Harvard Graduate School of Business Administration.

Kent R. Weldon is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. LeePartners, L.P. in 1991, Mr. Weldon was employed by Morgan Stanley and Co. Incorporated in the CorporateFinance Department as part of the Financial Institutions Group. Mr. Weldon has also worked as a securitiesanalyst at Wellington Management Company, an institutional money management firm. Mr. Weldon iscurrently a Director of Cumulus Media Partners, LLC, Michael Foods, Inc., Nortek, Inc. and ProgressiveMoulded Products Limited. His prior directorships include FairPoint Communications, Inc. and FisherScientific International, Inc. Mr. Weldon holds a B.A. from the University of Notre Dame and an M.B.A.from the Harvard Graduate School of Business Administration.

L. Lowry Mays is the founder of Clear Channel and was its Chairman and Chief Executive Officer fromFebruary 1997 to October 2004. Since that time, Mr. Lowry Mays has served as Clear Channel’s Chairman ofthe Board. He has been one of its directors since Clear Channel’s inception. Mr. Lowry Mays is the father of

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Mark P. Mays, currently Clear Channel’s Chief Executive Officer, and Randall T. Mays, currently ClearChannel’s President/Chief Financial Officer and Secretary.

Paul J. Meyer has served as the Global President/Chief Operating Officer for Clear Channel OutdoorHoldings, Inc. (formerly Eller Media) since April 2005. Prior thereto, he was the President/Chief ExecutiveOfficer for Clear Channel Outdoor Holdings, Inc. for the remainder of the relevant five-year period.

John E. Hogan was appointed Chief Executive Officer of Clear Channel Radio in August 2002. Priorthereto he was Chief Operating Officer of Clear Channel Radio for the remainder of the relevant five-yearperiod.

Committees of the Board of Directors

We anticipate establishing three committees: a compensation committee, an audit committee, and a nom-inating and governance committee. As of the date of this proxy statement/prospectus none of these committees havebeen formed nor have the charters that will govern their operations been adopted.

Director Compensation

Directors who are not officers or employees of Holdings may receive customary retainers for their service onthe board of directors and/or committees of the board and may receive shares or options to purchase shares of ourClass A Common Stock as determined by the board of directors. We do not anticipate paying retainers or grantingstock or options to directors who are also officers or employees of Holdings.

Compensation and Governance Committee Interlocks and Insider Participation

As of the date of this proxy statement/prospectus we have not established either our compensation committeeor nominating and governance committee. None of the individuals who we anticipate will serve as our executiveofficers serve as a member of the board of directors or compensation committee of any entity that has an executiveofficer who will serve on our board of directors.

Independence of Directors

None of the individuals that we identify in this proxy statement/prospectus as individuals we anticipate willserve as members of our board of directors following consummation of the merger will be considered independentunder the listing standards of the New York Stock Exchange. We anticipate that the directors to be initially selectedby Highfields Management and our nominating committee in consultation with Highfields Management imme-diately following the consummation of the merger will be considered independent under the applicable securitieslaws, executive compensation requirements, and stock exchange listing standards.

Compensation of our Named Executive Officers

We have not disclosed the historical compensation information with respect to the individuals we anticipatewill serve as our named executive officers (including our principal executive officer and our principal financialofficer) since we are of the view that, as a new publicly held company, the disclosure of historical compensation forthese individuals would not accurately reflect the compensation programs and philosophies that we intend toimplement following the consummation of the merger. We are in the process of adopting and will continue todevelop our own compensation programs and anticipate that each of the individuals who we anticipate will benamed executive officers will be covered by these programs following consummation of the merger, except as notedbelow. A more detailed description of our anticipated compensation program can be found below under the heading“Compensation Discussion and Analysis.” In addition, for a description of our employment agreements with ournamed executive officers, see “Employment Agreements with Named Executive Officers.”

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Compensation Discussion and Analysis

Introduction

The following is a discussion of the executive compensation program that we expect to put in place followingconsummation of the merger. Though certain aspects of the program are set to be implemented upon consummationof the merger, the program as a whole will not be finalized until after we consummate the merger and will be subjectto the review and approval of our compensation committee.

Overview and Objectives of Holdings’ Compensation Program

We believe that compensation of our executive and other officers and senior managers should be directly andmaterially linked to operating performance. The fundamental objective of our compensation program is to attract,retain and motivate top quality executive and other officers through compensation and incentives which arecompetitive with the various labor markets and industries in which we compete for talent and which align theinterests of our officers and senior management with the interests of our shareholders.

Overall, our compensation program will be designed to:

• support our business strategy and business plan by clearly communicating what is expected of executiveswith respect to goals and results and by rewarding achievement;

• recruit, motivate and retain executive talent; and

• create a strong performance alignment with shareholders.

We seek to achieve these objectives through a variety of compensation elements:

• annual base salary;

• an annual incentive bonus, the amount of which is dependent on Holdings and, for most executives,individual performance during the prior fiscal year;

• long-term incentive compensation, delivered in the form of stock options grants and restricted stock awardsthat are awarded based on the prior year’s performance and other factors described below, and that aredesigned to align executive officers’ interests with those of shareholders by rewarding outstandingperformance and providing long-term incentives; and

• other executive benefits and perquisites.

Compensation Practices

We anticipate that the compensation committee will annually determine total compensation, as well as theindividual components of such compensation, for each of our named executive officers, except for Paul J. Meyer,President and Chief Executive Officer of Clear Channel Outdoor Holdings, Inc. (“CCOH”), an indirect publiclytraded subsidiary of Holdings. Mr. Meyer’s compensation will be determined by CCOH’s compensation committee.Accordingly, any references contained in this Compensation Discussion and Analysis regarding the compensationcommittee and any subcommittee thereof making compensation decisions with respect to our executive officers,excludes Mr. Meyer.

We anticipate that compensation objectives will be developed based on market pay data from proxy statementsand other sources, when available, of leading media companies identified as our key competitors for business and/orexecutive talent (“Media Peers”). Individual pay components and total compensation will be bench marked againstthe appropriate Media Peers.

In connection with the merger agreement, the Fincos and L. Lowry Mays, Clear Channel’s current Chairman ofthe Board of Directors, Mark P. Mays, Clear Channel’s current Chief Executive Officer/Chief Operating Officer,and Randall T. Mays, Clear Channel’s current President/Chief Financial Officer, entered into a letter agreement (the“Letter Agreement”), which provide that L. Lowry Mays’, Mark P. Mays’ and Randall T. Mays’ existingemployment agreements with Clear Channel will be terminated effective at the effective time of the merger

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and replaced with new five-year employment agreements with Holdings pursuant to which L. Lowry Mays will beemployed as Chairman Emeritus of the Board of Directors, Mark P. Mays as Chief Executive Officer and Randall T.Mays as President. We anticipate that following consummation of the merger the compensation of each of the othernamed executive officers will be governed by their existing employment agreements with Clear Channel. Theemployment agreements for each of our named executive officers will generally set forth information regardingbase salary, annual incentive bonus, long-term incentive compensation and other employee benefits. All com-pensation decisions with respect to the named executive officers will be made within the scope of their respectiveemployment agreements. For a further description of the employment agreements of our named executive officers,please refer to the “Employment Agreements with the Named Executive Officers” section of this proxy statement/prospectus. In making decisions with respect to each element of executive compensation, we expect our com-pensation committee will consider the total compensation that may be awarded to the officer, including salary,annual bonus and long-term incentive compensation. Multiple factors may be considered in determining the amountof total compensation (the sum of base salary, annual incentive bonus and long-term incentive compensationdelivered through stock option grants and restricted stock awards) to award the executive officers each year. Amongthese factors may be:

• how proposed amounts of total compensation to our executives compare to amounts paid to similarexecutives by Media Peers both for the prior year and over a multi-year period;

• the value of any stock options and shares of restricted stock previously awarded;

• internal pay equity considerations; and

• broad trends in executive compensation generally.

In addition, in reviewing and approving employment agreements for named executive officers, the compen-sation committee may consider the other benefits to which the officer may be entitled by his/her employmentagreement, including compensation payable upon termination of the agreement under a variety of circumstances.We expect the compensation committee’s goal will be to award compensation that is reasonable when all elementsof potential compensation are considered.

The initial compensation for our named executive officers will be consistent with the level of compensationeach receives under his existing employment agreement with Clear Channel. Compensation will be reviewed by ourcompensation committee on an annual basis and at the time of promotion or other change in responsibilities.Increases in salary will based on subjective evaluation of such factors as the level of responsibility, individualperformance, level of pay both of the executive in question and other similarly situated executive officers of MediaPeers, and competitive pay levels.

Elements of Compensation

The compensation committee will work to establish a combination of various of elements of compensation thatbest serves the interest of Holdings and its shareholders. Having a variety of compensation elements will enable usto meet the requirements of the highly competitive environment in which we will operate following consummationof the merger while ensuring our executive officers will be compensated in a way that advances the interests of allour shareholders. We anticipate that under this approach executive compensation will involve a significant portionof pay that is “at risk,” namely, annual incentive bonuses. We anticipate that annual incentive bonuses will be basedlargely on our financial performance relative to goals that will be established at the start of each fiscal year.

We expect that our practices with respect to each of the elements of executive compensation will be as set forthbelow.

Base Salary

Purpose. The objective of base salary will be to reflect job responsibilities, value to Holdings and individualperformance with respect to our market competitiveness.

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Considerations. Minimum base salaries for our named executive officers and the amount of any increaseover these minimum salaries will be determined by our compensation committee based on a variety of factors,including:

• the nature and responsibility of the position and, to the extent available, salary norms for persons incomparable positions at Media Peers;

• the expertise of the individual executive;

• the competitiveness of the market for the executive’s services; and

• the recommendations of the our chief executive officer (except in the case of his own compensation).

In setting base salaries, the compensation committee will consider the importance of linking a significantproportion of the executive officers’ compensation to performance in the form of the annual incentive bonus, whichis tied to both our financial performance measures and individual performance, as well as long-term stock-basedcompensation.

Annual Incentive Bonus

Purpose. Our executive compensation program will provide for an annual incentive bonus that is perfor-mance-linked. The objective of the annual incentive bonus compensation element is to compensate individualsbased on the achievement of specific goals that are intended to correlate closely with growth of long-termshareholder value.

Administration. Annual incentive bonus may consist of cash, stock options and restricted stock awards. Weanticipate that the total amount of annual incentive bonus awards will be determined according to the level ofachievement of both the objective performance and individual performance goals. Below a minimum thresholdlevel of performance, no awards will be granted pursuant to the objective performance goal, and the compensationcommittee may, in its discretion, reduce the awards pursuant to either objective or individual performance goals.

Considerations. We anticipate that the annual incentive bonus process for each of the named executiveofficers, will involve

• At the outset of the fiscal year:

1. Set performance goals for the year for Holdings and each participant.

2. Set a target bonus for each individual.

• After the end of the fiscal year:

1. Measure actual performance (individual and company-wide) against the predetermined Holdings’ andindividual performance goals to determine the preliminary bonus.

2. Make adjustments to the resulting preliminary bonus calculation to reflect Holdings’ performance relativeto the performance of the Media Peers.

Long-Term Incentive Compensation

Purpose. The long term incentive program may include awards of equity or cash to certain executive officers.The objective of the program is to align compensation for executive officers over a multi-year period directly withthe interests of our shareholders by motivating and rewarding creation and preservation of long-term shareholdervalue. The level of long-term incentive compensation will be determined based on an evaluation of competitivefactors in conjunction with total compensation provided to named executive officers and the overall goals of thecompensation program described above. Long-term incentive compensation may be paid in part in cash, stockoptions and restricted stock. Additionally, we may from time to time grant equity awards to the named executiveofficers that are not pursuant to pre-determined performance goals.

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Executive Benefits and Perquisites

We anticipate that we will provide certain personal benefits to our executive officers. Consistent with ClearChannel’s past practice, based upon the findings and recommendation of an outside security consultant, we willdirect our Chairman, Chairman Emeritus, Chief Executive Officer, and president to utilize a Holdings airplane forall business and personal air travel. With the approval of the Chief Executive Officer, other executive officers andmembers of management are permitted limited personal use of corporate-owned aircraft. We also expect that,consistent with Clear Channel’s past practice, our Chairman, Chairman Emeritus, Chief Executive Officer, andpresident will be provided security services, including home security systems and monitoring and, in the case of theChairman and Chairman Emeritus, personal security services.

Additionally, we anticipate that we will pay for additional personal benefits for certain named executiveofficers in the form of personal club memberships, personnel who provide personal accounting and tax services,security personnel who provide personal security services and reimbursement for employee holiday gifts. Also, weanticipate making limited matching contributions under a 401(k) plan.

Change-in-Control and Severance Arrangements

See the discussion of change in control and severance arrangements with respect to L. Lowry Mays, Mark P.Mays, Randall T. Mays, John Hogan and Paul Meyer under the heading “Potential Post-Employment Payments” onpage 57.

Tax and Accounting Treatment

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code (as interpreted by IRS Notice 2007-49) places a limit of$1,000,000 on the amount of compensation Holdings may deduct for federal income tax purposes in any one yearwith respect to its chief executive officer and the next three most highly compensated officers (other than the chieffinancial officer), which we referred to herein as the “Covered Employees.” However, performance-basedcompensation that meets certain requirements is excluded from this $1,000,000 limitation.

In reviewing the effectiveness of the executive compensation program, the compensation committee willconsider the anticipated tax treatment to Holdings and to the Covered Employees of various payments and benefits.However, the deductibility of certain compensation payments depends upon the timing of a Covered Employee’svesting or exercise of previously granted equity awards, as well as interpretations and changes in the tax laws andother factors beyond the compensation committee’s control. For these and other reasons, including to maintainflexibility in compensating the named executive officers in a manner designed to promote varying corporate goals,the compensation committee may not necessarily, or in all circumstances, limit executive compensation to thatwhich is deductible under Section 162(m) of the Internal Revenue Code.

Corporate Services Agreement

In connection with CCOH’s initial public offering, Clear Channel and CCOH entered into a corporate servicesagreement. Under the terms of the agreement, Clear Channel provides, among other things, executive officerservices to CCOH. These executive officer services are charged to CCOH based on actual direct costs incurred orallocated by Clear Channel. It is anticipated that this agreement and the services provided thereunder will bemaintained, consistent with past practice, following consummation of the merger.

Employment Agreements with Named Executive Officers

L. Lowry Mays

Upon consummation of the merger, L. Lowry Mays will be employed by Holdings as its chairman emeritus.Mr. L. Mays’ employment agreement provides for a term of five years and will be automatically extended forconsecutive one year periods unless terminated by either party. Mr. L. Mays will receive an annual salary of$250,000 and benefits and perquisites consistent with his existing arrangement with Clear Channel. Mr. L. Mays

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also will be eligible to receive an annual bonus in an amount to be determined by the board of directors of Holdings,in its sole discretion, provided, however, that if in any year Holdings achieves at least eighty percent (80%) of thebudgeted OIBDAN for the given year, Mr. L. Mays’ annual bonus for that year will be no less than $1,000,000.Mr. L. Mays also will agree to be bound by customary covenants not to compete and not to solicit employees duringthe term of his agreement.

Mark P. Mays

Upon consummation of the merger, Mark P. Mays will be employed by Holdings as its chief executive officer.The employment agreement provides for a term of five years and will be automatically extended for consecutive oneyear periods unless 12 months prior notice of non-renewal is provided by the terminating party. Mr. M. Mays willreceive an annual base salary of not less than $895,000 and benefits and perquisites consistent with his existingarrangement with Clear Channel (including “gross-up” payments for excise taxes that may be payable by Mr. M.Mays). Mr. M. Mays also will be eligible to receive an annual bonus in an amount to be determined by the board ofdirectors of Holdings, in its sole discretion, provided, however, that if in any year Holdings achieves at least eightypercent (80%) of the budgeted OIBDAN for the given year, Mr. M. Mays’ annual bonus for that year will be no lessthan $6,625,000. Mr. M. Mays also will agree to be bound by customary covenants not to compete and not to solicitemployees during the term of his agreement and for two years following termination. Additionally, Mr. M. Mayswill receive an equity incentive award pursuant to Holdings’ equity incentive plan of options to purchase shares ofHoldings stock equal to 2.5% of the fully diluted equity of Holdings.

Randall T. Mays

Upon consummation of the merger, Randall T. Mays will be employed by Holdings as its president. Theemployment agreement provides for a term of five years and will be automatically extended for consecutive oneyear periods unless 12 months prior notice of non-renewal is provided by the terminating party. Mr. R. Mays willreceive an annual base salary of not less than $868,333 and benefits and perquisites consistent with his existingarrangement with Clear Channel (including “gross-up” payments for excise taxes that may be payable by Mr. R.Mays). Mr. R. Mays also will be eligible to receive an annual bonus in an amount to be determined by the board ofdirectors of Holdings, in its sole discretion, provided, however, that if in any year Holdings achieves at least eightypercent (80%) of the budgeted OIBDAN for the given year, Mr. R. Mays’ annual bonus for that year will be no lessthan $6,625,000. Mr. R. Mays also will agree to be bound by customary covenants not to compete and not to solicitemployees during the term of his agreement and for two years following termination. Additionally, Mr. R. Mays willreceive an equity incentive award pursuant Holdings’ equity incentive plan of options to purchase shares ofHoldings stock equal to 2.5% of the fully diluted equity of Holdings.

We will indemnify each of L. Lowry Mays, Mark P. Mays and Randall T. Mays from any losses incurred bythem because they were made a party to a proceeding as a result of their being an officer of Holdings. Furthermore,any expenses incurred by them in connection with any such action shall be paid by us in advance upon request thatwe pay such expenses, but only in the event that they shall have delivered in writing to us (i) an undertaking toreimburse us for such expenses with respect to which they are not entitled to indemnification, and (ii) an affirmationof their good faith belief that the standard of conduct necessary for indemnification by us has been met.

Each of these employment agreements provides for severance and change-in-control payments as more fullydescribed under the heading “Potential Post-Employment Payments” on page 57 of this proxy statement/prospec-tus. The employment agreements also restrict their business activities that compete with the business of Holdingsfor a period of two years following certain events of termination.

The Company defines OIBDAN to mean net income adjusted to exclude non-cash compensation expense andthe following: results of discontinued operations, minority interest, net of tax; income tax benefit (expense); otherincome (expense) — net; equity in earnings of non-consolidated affiliates; interest expense; gain on disposition ofassets — net; and depreciation and amortization.

The following is a sample calculation of OIBDAN based upon Clear Channel’s results of operations for thethree months ended March 31, 2007.

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Operatingincome(loss)

Non-cashcompensation

expense

Depreciationand

amortization

Gain onDisposition ofassets — net OIBDAN

Radio Broadcasting . . . . . . . . . $260,133 $4,464 $ 31,585 $ — $296,182

Outdoor . . . . . . . . . . . . . . . . . . 73,448 1,367 95,670 — 170,485

Other . . . . . . . . . . . . . . . . . . . . 1,256 397 15,775 — 17,428

Gain on disposition ofassets — net . . . . . . . . . . . . . 5,297 — — (5,297) —

Corporate and Merger costs . . . (55,177) 2,414 4,347 — (48,416)

Consolidated . . . . . . . . . . . . . . $284,957 $8,642 $147,377 $(5,297) $435,679

Paul J. Meyer

Paul J. Meyer’s current employment agreement expires on August 5, 2008 and will automatically extend oneday at a time thereafter, unless terminated by either party. The agreement provides for Mr. Meyer to be the presidentand chief operating officer of CCOH for a base salary in the contract year beginning August 5, 2007, of $650,000,subject to additional annual raises thereafter in accordance with CCOH’s policies. Mr. Meyer is also eligible toreceive a performance bonus as decided at the sole discretion of the board of directors and the compensationcommittee of CCOH.

Mr. Meyer may terminate his employment at any time upon one year’s written notice. CCOH may terminateMr. Meyer’s employment without “Cause” upon one year’s written notice. “Cause” is narrowly defined in theagreement. If Mr. Meyer is terminated without “Cause,” he is entitled to receive a lump sum payment of accrued andunpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under any applicableemployee benefit plan. Mr. Meyer is prohibited by his employment agreement from activities that compete withCCOH for one year after he leaves CCOH and he is prohibited from soliciting CCOH employees for employmentfor 12 months after termination regardless of the reason for termination of employment.

John E. Hogan

Effective February 1, 2004, Clear Channel Broadcasting, Inc. (“CCB”), a subsidiary of Clear Channel, enteredinto an employment agreement with John E. Hogan as President and Chief Executive Officer, Clear Channel Radio.The initial term of the agreement ended on January 31, 2006, but now the agreement continues with a term of oneyear with automatic daily extensions until terminated by either party.

Mr. Hogan’s current annual base salary is $750,000 and he will be eligible for additional annual raisescommensurate with company policy. No later than March 31 of each calendar year during the term, Mr. Hogan willbe eligible to receive a performance bonus. Mr. Hogan is also be entitled to participate in all pension, profit sharing,and other retirement plans, all incentive compensation plans, and all group health, hospitalization and disability orother insurance plans, paid vacation, sick leave and other employee welfare benefit plans in which other similarlysituated employees may participate.

Mr. Hogan is prohibited by the agreement from activities that compete with CCB or its affiliates for one yearafter he leaves CCB, and he is prohibited from soliciting CCB’s employees for employment for 12 months aftertermination regardless of the reason for termination of employment. However, after Mr. Hogan’s employment withCCB has terminated, upon receiving written permission from the board of directors of CCB, Mr. Hogan shall bepermitted to engage in competing activities that would otherwise be prohibited by his employment agreement ifsuch activities are determined in the sole discretion of the board of directors of CCB in good faith to be immaterial tothe operations of CCB, or any subsidiary or affiliate thereof, in the location in question. Mr. Hogan is also prohibitedfrom using CCB’s confidential information at any time following the termination of his employment in competing,directly or indirectly, with CCB.

Mr. Hogan is entitled to reimbursement of reasonable attorney’s fees and expenses and full indemnificationfrom any losses related to any proceeding to which he may be made a party by reason of his being or having been an

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officer CCB or any of its subsidiaries (other than any dispute, claim or controversy arising under or relating to hisemployment agreement).

Mr. Hogan’s employment agreement provides for severance payments as more fully described under theheading “Potential Post-Employment Payments” below.

Potential Post-Employment Payments

Mark P. Mays and Randall T. Mays

The employment agreements for each of Mark P. Mays and Randall T. Mays, that will be effective uponconsummation of the merger, provide for the following severance and change-in-control payments in the event thatwe terminate their employment without “Cause” or if the executive terminates for “Good Reason.”

Under each executive agreement, “Cause” is defined as the executive’s: (i) willful and continued failure toperform his duties, following 10 days notice of the misconduct, (ii) willful misconduct that causes material anddemonstrable injury, monetarily or otherwise, to Holdings, the Sponsors or any of their respective affiliates,(iii) conviction of, or plea of nolo contendre to, a felony or any misdemeanor involving moral turpitude that causesmaterial and demonstrable injury, monetarily or otherwise, to Holdings, the Sponsors or any of their respectiveaffiliates, (iv) committing any act of fraud, embezzlement or other act of dishonesty against Holdings or itsaffiliates, that causes material and demonstrable injury, monetarily or otherwise, to Holdings, the Sponsors or any oftheir respective affiliates, and (v) breach of any of the restrictive covenants in the agreement.

The term “Good Reason” includes, subject to certain exceptions, (i) a reduction in the executive’s base pay orannual incentive compensation opportunity, (ii) substantial diminution of the executive’s title, duties and respon-sibilities, (iii) failure to provide the executive with the use of a company provided aircraft for personal travel, and(iv) transfer of the executive’s primary workplace outside the city limits of San Antonio, Texas. An isolated,insubstantial and inadvertent action taken in good faith and which is remedied by us within ten days after receipt ofnotice thereof given by executive shall not constitute Good Reason.

If the executive is terminated by us without “Cause” or the executive resigns for “Good Reason” then theexecutive will receive (i) a lump-sum cash payment equal to his accrued but unpaid base salary through the date oftermination, a prorated bonus (determined by reference to the executive’s bonus opportunity for the year in whichthe termination occurs or, if such bonus opportunity has not yet been determined, the prior year) and accruedvacation pay through the date of termination, and (ii) a lump-sum cash payment equal to three times the sum of theexecutive’s base salary and bonus (using the bonus paid to executive for the year prior to the year in whichtermination occurs).

In addition, in the event that the executive’s employment is terminated by us without “Cause” or by theexecutive for “Good Reason,” we shall maintain in full force and effect, for the continued benefit of the executive,his spouse and his dependents for a period of three years following the date of termination, the medical,hospitalization, dental, and life insurance programs in which the executive, his spouse and his dependents wereparticipating immediately prior to the date of termination, at the level in effect and upon substantially the sameterms and conditions (including without limitation contributions required by executive for such benefits) as existedimmediately prior to the date of termination. However, if the executive, his spouse or his dependents cannotcontinue to participate in our programs providing such benefits, we shall arrange to provide the executive, hisspouse and his dependents with the economic equivalent of such benefits which they otherwise would have beenentitled to receive under such plans and programs. The aggregate value of these continued benefits are capped at$50,000, even if the cap is reached prior to the end of the three year period.

If the executive’s employment is terminated by us for Cause or by the executive other than for Good Reason, (i)we will pay executive his base salary, bonus and his accrued vacation pay through the date of termination, as soon aspracticable following the date of termination; (ii) we will reimburse executive for reasonable expenses incurred, butnot paid prior to such termination of employment; and (iii) executive shall be entitled to any other rights,compensation and/or benefits as may be due to executive in accordance with the terms and provisions of any of ouragreements, plans or programs.

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During any period that executive fails to perform his duties hereunder as a result of incapacity due to physicalor mental illness, executive shall continue to receive his full base salary until his employment is terminated. If, as aresult of executive’s incapacity due to physical or mental illness, executive shall have been substantially unable toperform his duties hereunder for an entire period of six consecutive months, and within 30 days after written noticeof termination is given after such six month period, executive shall not have returned to the substantial performanceof his duties on a full-time basis, Holdings will have the right to terminate his employment for disability. In the eventexecutive’s employment is terminated for disability: (i) Holdings will pay to executive his base salary, bonus andaccrued vacation pay through the date of termination. If executive’s employment is terminated by his deathHoldings will pay in a lump sum to executive’s beneficiary, legal representatives or estate, as the case may be,executive’s base salary, bonus and accrued vacation pay through the date of his death.

L. Lowry Mays

The employment agreements for L. Lowry Mays, that will be effective upon consummation of the merger,provides for the following severance and change-in-control payments in the event that Holdings terminates hisemployment without “Extraordinary Cause” during the initial five year term of the agreement.

Under Mr. Mays’ agreement, “Extraordinary Cause” is defined as the executive’s: (i) willful misconduct thatcauses material and demonstrable injury to Holdings, and (ii) conviction of a felony or other crime involving moralturpitude.

If Mr. Mays is terminated by us without “Extraordinary Cause” then he will receive (i) a lump-sum cashpayment equal to his accrued but unpaid base salary through the date of termination, a prorated bonus (determinedby reference to the executive’s bonus opportunity for the year in which the termination occurs or, if such bonusopportunity has not yet been determined, the prior year) and accrued vacation pay through the date of termination,and (ii) a lump-sum cash payment equal to the base salary and bonus to which the executive would otherwise havebeen entitled to had he remained employed for the remainder of the then current term.

Paul J. Meyer

If Paul J. Meyer’s employment with CCOH, is terminated by CCOH for Cause, CCOH will, within 90 days,pay in a lump sum amount to Mr. Meyer his accrued and unpaid base salary and any payments to which he may beentitled under any applicable employee benefit plan (according to the terms of such plans and policies). Atermination for Cause must be for one or more of the following reasons: (i) conduct by Mr. Meyer constituting amaterial act of willful misconduct in connection with the performance of his duties, including violation of CCOH’spolicy on sexual harassment, misappropriation of funds or property of CCOH, or other willful misconduct asdetermined in the sole discretion of CCOH; (ii) continued, willful and deliberate non-performance by Mr. Meyer ofhis duties hereunder (other than by reason of Mr. Meyer’s physical or mental illness, incapacity or disability) wheresuch non-performance has continued for more than 10 days following written notice of such non-performance;(iii) Mr. Meyer’s refusal or failure to follow lawful directives where such refusal or failure has continued for morethan 30 days following written notice of such refusal or failure; (iv) a criminal or civil conviction of Mr. Meyer, aplea of nolo contendere by Mr. Meyer, or other conduct by Mr. Meyer that, as determined in the sole discretion of theBoard, has resulted in, or would result in if he were retained in his position with CCOH, material injury to thereputation of CCOH, including conviction of fraud, theft, embezzlement, or a crime involving moral turpitude; (v) abreach by Mr. Meyer of any of the provisions of his employment agreement; or (vi) a violation by Mr. Meyer ofCCOH’s employment policies.

If Mr. Meyer’s employment with CCOH is terminated by CCOH without Cause, a one year’s written notice isrequired. In the that event, CCOH will, within 90 days after the effective date of the termination, pay in a lump sumamount to Mr. Meyer (i) his accrued and unpaid base salary and pro rated bonus, if any, and (ii) any payments towhich he may be entitled under any applicable employee benefit plan (according to the terms of such plans andpolicies). Additionally, Mr. Meyer will receive a total of $600,000, paid pro rata over a one year period inaccordance with CCOH’s standard payroll schedule and practices, as consideration for Mr. Meyer’s post-termi-nation non-compete and non-solicitation obligations.

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If Mr. Meyer’s employment with CCOH terminates by reason of his death, CCOH will, within 90 days, pay in alump sum amount to such person as Mr. Meyer shall designate in a notice filed with CCOH or, if no such person isdesignated, to Mr. Meyer’s estate, Mr. Meyer’s accrued and unpaid base salary and prorated bonus, if any, and anypayments to which Mr. Meyer’s spouse, beneficiaries, or estate may be entitled under any applicable employeebenefit plan (according to the terms of such plans and policies). If Mr. Meyer’s employment with CCOH terminatesby reason of his disability (defined as Mr. Meyer’s incapacity due to physical or mental illness such that Mr. Meyeris unable to perform his duties under this Agreement on a full-time basis for more than 90 days in any 12 monthperiod, as determined by CCOH), CCOH shall, within 90 days, pay in a lump sum amount to Mr. Meyer his accruedand unpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under anyapplicable employee benefit plan (according to the terms of such plans and policies).

John E. Hogan

If John E. Hogan’s employment with Clear Channel Broadcasting, Inc., (“CCB”), is terminated by CCB forCause, CCB will, within 45 days, pay in a lump sum amount to Mr. Hogan his accrued and unpaid base salary andany payments to which he may be entitled under any applicable employee benefit plan (according to the terms ofsuch plans and policies). A termination for Cause must be for one or more of the following reasons: (i) conduct byMr. Hogan constituting a material act of willful misconduct in connection with the performance of his duties,including violation of CCB’s policy on sexual harassment, misappropriation of funds or property of CCB, or otherwillful misconduct as determined in the sole reasonable discretion of CCB; (ii) continued, willful and deliberatenon-performance by Mr. Hogan of his duties hereunder (other than by reason of Mr. Hogan’s physical or mentalillness, incapacity or disability) where such non-performance has continued for more than 10 days following writtennotice of such non-performance; (iii) Mr. Hogan’s refusal or failure to follow lawful directives where such refusal orfailure has continued for more than 30 days following written notice of such refusal or failure; (iv) a criminal or civilconviction of Mr. Hogan, a plea of nolo contendere by Mr. Hogan, or other conduct by Mr. Hogan that, asdetermined in the sole reasonable discretion of the Board, has resulted in, or would result in if he were retained in hisposition with CCB, material injury to the reputation of CCB, including conviction of fraud, theft, embezzlement, ora crime involving moral turpitude; (v) a material breach by Mr. Hogan of any of the provisions of his employmentagreement; or (vi) a material violation by Mr. Hogan of CCB’s employment policies.

If Mr. Hogan’s employment with CCB is terminated by CCB without Cause, CCB will: (1) pay Mr. Hogan hisbase salary and pro rated bonus , if any, for the one year notice period; and (2) pay Mr. Hogan any payments to whichhe may be entitled under any applicable employee benefit plan; and (3) pay Mr. Hogan $1,600,000.00 over 3 yearscommencing on the effective date of the termination and in accordance with CCB’s standard payroll practices asconsideration for certain non-compete obligations. If Mr. Hogan’s employment with CCB is terminated byMr. Hogan, CCB will (1) pay Mr. Hogan his base salary and pro rated bonus, if any, for the one year noticeand (2) pay Mr. Hogan his then current base salary for a period of one year in consideration for certain non-competeobligations

If Mr. Hogan’s employment with CCB terminates by reason of his death, CCB will, within 45 days, pay in alump sum amount to such person as Mr. Hogan shall designate in a notice filed with CCB or, if no such person isdesignated, to Mr. Hogan’s estate, Mr. Hogan’s accrued and unpaid base salary and prorated bonus, if any, and anypayments to which Mr. Hogan’s spouse, beneficiaries, or estate may be entitled under any applicable employeebenefit plan (according to the terms of such plans and policies). If Mr. Hogan’s employment with CCB terminatesby reason of his disability (defined as Mr. Hogan’s incapacity due to physical or mental illness such that Mr. Hoganis unable to perform his duties under this Agreement on a full-time basis for more than 90 days in any 12 monthperiod, as determined by CCB), CCB shall, within 45 days, pay in a lump sum amount to Mr. Hogan his accrued andunpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under any applicableemployee benefit plan (according to the terms of such plans and policies).

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The following is a summary of potential payments due to each of our named executed officers if theiremployment was terminated by us without Cause or by them for Good Reason on December 31, 2007 (assuming themerger had been consummated on January 1, 2007).

Name Base Salary BonusValue of

Benefits(1) Other Total

L. Lowry Mays . . . . . . . . . . . . . . $ 750,000(2) $ 4,000,000(3) $33,584 — $ 4,783,584

Mark P. Mays . . . . . . . . . . . . . . . . $2,685,000(4) $19,875,000(5) $20,150 — $22,580,150

Randall T. Mays . . . . . . . . . . . . . . $2,604,999(4) $19,875,000(5) $18,666 — $22,498,665

Paul J. Meyer . . . . . . . . . . . . . . . . $ 650,000(6) — — — $ 650,000

John E. Hogan . . . . . . . . . . . . . . . $ 750,000(6) —(7) — $1,600,000(8) $ 2,350,000

(1) The values associated with the continued provision of health benefits are based on the total 2007 premiums formedical and life insurance multiplied by the number of years the executive is entitled to those benefits pursuantto his employment agreement.

(2) Represents the remaining annual base salary due L. Lowry Mays under the terms of his employment agreement(i.e., four years of Mr. Mays’ annual base salary).

(3) Represents the remaining annual bonus due L. Lowry Mays under the terms of his employment agreement (i.e.,four years of Mr. Mays’ annual bonus).

(4) Represents three times the annual base salary for the year ended December 31, 2006 for each of Mark P. Maysand Randall T. Mays, respectively.

(5) Represents three times the annual incentive bonus for the year ended December 31, 2006 for each of Mark P.Mays and Randall T. Mays, respectively.

(6) Represents one year’s annual base salary for each of Paul J. Meyer and John E. Hogan, respectively.

(7) Cannot be estimated as Mr. Hogan’s annual incentive bonus is determined and awarded based upon hisperformance at the end of each year.

(8) Not payable if Mr. Hogan terminates his employment.

Holdings Equity Incentive Plan

In connection with the consummation of the merger, Holdings will adopt a new equity incentive plan, underwhich participating employees will be eligible to receive options to acquire stock or other equity interests and/orrestricted share interests in Holdings. The Letter Agreement (as defined on page 92 under the section headed“Equity Rollover”) contemplates that this new equity incentive plan will permit the grant of options covering 12.5%of the fully diluted equity of Holdings immediately after consummation of the merger (with exercise prices set atfair market value for shares issuable upon exercise of such options, which for initial grants we contemplate would betied to the price paid by the Sponsors or their affiliates for such securities). The Sponsors, the Fincos, and ClearChannel’s management are still analyzing various alternatives for the implementation of the new equity incentiveplan contemplated by the Letter Agreement. It is contemplated by the parties to the Letter Agreement that, at theclosing of the merger, a significant majority of the options or other equity securities permitted to be issued under thenew equity incentive plan will be granted. As part of this grant, each of Mark P. Mays and Randall T. Mays willreceive grants of options equal to 2.5% of the fully diluted equity of Holdings. The remaining 7.5% of the fullydiluted equity subject to the new equity incentive plan will be granted immediately after consummation of themerger to other employees of Clear Channel, including officers of Clear Channel, or reserved for future issuance. Ofthe options or other equity securities to be granted to Mark P. Mays and Randall T. Mays under the new equityincentive plan at the closing of the merger, 50% will vest solely based upon continued employment (with 25%vesting on the third anniversary of the grant date, 25% vesting on the fourth anniversary of the grant date and 50%vesting on the fifth anniversary of the grant date) and the remaining 50% will vest based both upon continuedemployment and upon the achievement of predetermined performance targets. These options will have an exerciseprice equal to the fair market value at the date of grant, which we contemplate to be the same price per share paid bythe Sponsors in connection with the Equity Financing for the merger. The size and terms of the option grants to otheremployees of Clear Channel, including officers of Clear Channel, have not yet been determined.

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THE PARTIES TO THE MERGER

CC Media Holdings, Inc.

CC Media Holdings, Inc., a Delaware corporation, which we refer to as Holdings, is currently wholly owned bythe Sponsors and was organized solely for the purpose of entering into the merger agreement and consummating thetransactions contemplated by the merger agreement. Holdings’ principal executive offices are located at OneInternational Plaza, 36th Floor, Boston, MA 02110 and its telephone number is (617) 951-7000. It has notconducted any activities to date other than activities incidental to its formation and in connection with thetransactions contemplated by the merger agreement. Holdings does not have any assets or liabilities other than ascontemplated by the merger agreement. Under the terms of the merger agreement, Holdings will indirectly own100% of the outstanding equity of Clear Channel following the merger.

Clear Channel Communications, Inc.

Clear Channel Communications, Inc., incorporated in 1974, is a diversified media company with threereportable business segments: radio broadcasting, Americas outdoor advertising (consisting of operations in theUnited States, Canada and Latin America) and international outdoor advertising. Clear Channel’s principalexecutive offices are located at 200 East Basse Road, San Antonio, Texas, 78209, and its telephone number is(210) 822-2828. Clear Channel owns over 1,100 radio stations and a leading national radio network operating in theUnited States. In addition, Clear Channel has equity interests in various international radio broadcasting companies.Clear Channel also owns or operates more than 195,000 national and 717,000 international outdoor advertisingdisplay faces. Additionally, Clear Channel owns or programs 51 television stations and owns a full-service mediarepresentation firm that sells national spot advertising time for clients in the radio and television industriesthroughout the United States. Clear Channel is headquartered in San Antonio, Texas, with radio stations in majorcities throughout the United States.

B Triple Crown Finco, LLC and T Triple Crown Finco, LLC

B Triple Crown Finco, LLC, a Delaware limited liability company and T Triple Crown Finco, LLC, a Delawarelimited liability company, which we refer to as the Fincos, were organized solely for the purpose of entering into themerger agreement and consummating the transactions contemplated by the merger agreement. B Triple Crown Finco,LLC is currently wholly owned by Bain Capital Partners, LLC (“Bain Capital Fund IX”) and its principal executiveoffice is located at 111 Huntington Avenue, Boston, MA 02199 and its telephone number is (617) 516-2000. T TripleCrown Finco, LLC is currently wholly owned by Thomas H. Lee Partners, L.P. (“THL Partners Fund VI”) and itsprincipal executive office is located at 100 Federal Street, Boston, MA 02110 and its telephone number is(617) 227-1050.

Pursuant to replacement equity commitment letters signed in connection with Amendment No. 2, Bain CapitalFund IX and THL Partners Fund VI, which we refer to as the Sponsors, have severally agreed to purchase (eitherdirectly or indirectly through one or more intermediate entities) up to an aggregate of $3.94 billion of equitysecurities of Holdings and to cause all or a portion of such cash to be contributed to Merger Sub as needed for themerger and related transactions (including payment of cash merger consideration to Clear Channel shareholders,repayment of certain Clear Channel debt, and payment of certain transaction fees and expenses). Each Sponsors’equity commitment will be reduced by half of the amount of Stock Consideration elected by Clear Channelshareholders (that is, an aggregate reduction equal to $39.20 multiplied by the number of Clear Channel sharessubject to elections to receive Stock Consideration). The replacement equity commitment letters entered into inconnection with Amendment No. 2 superseded the equity commitment letters previously delivered by the Sponsors.Subject to certain conditions, each of the Sponsors may also assign a portion of its equity commitment obligation toother investors, resulting in a corresponding reduction of such Sponsor’s commitment to the extent the assigneefunds its commitment, provided that any such transfer will not release such Investor of its obligations under thelimited guarantees. As a result, the investor groups may ultimately include additional equity investors, although it isanticipated that all or substantially all of such co-investment by third parties would be through entities controlled bythe Sponsors.

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BT Triple Crown Merger Co., Inc.

BT Triple Crown Merger Co., Inc., a Delaware corporation, which we refer to as Merger Sub, is currentlywholly owned by Holdings and was organized solely for the purpose of entering into the merger agreement andconsummating the transactions contemplated by the merger agreement. Merger Sub’s principal executive officesare located at 100 Federal Street, Boston, MA 02110 and its telephone number is (617) 227-1050. It has notconducted any activities to date other than activities incidental to its formation and in connection with thetransactions contemplated by the merger agreement. Under the terms of the merger agreement, Merger Sub willmerge with and into Clear Channel. Merger Sub does not have any assets or liabilities other than as contemplated bythe merger agreement. Clear Channel will survive the merger as an indirect wholly owned subsidiary of Holdingsand Merger Sub will cease to exist.

THE SPECIAL MEETING OF SHAREHOLDERS

Time, Place and Purpose of the Special Meeting

This proxy statement/prospectus is being furnished to you as part of the solicitation of proxies by ClearChannel’s board of directors for use at a special meeting to be held at the Airport Doubletree Hotel, 37 NE Loop410, San Antonio, Texas 78216 on September 25, 2007, at 9:00 a.m., local time, or at any adjournment orpostponement thereof. The purpose of the special meeting is to consider and vote on the proposal to approve andadopt the merger agreement (and to approve the adjournment or postponement of the special meeting, if necessaryor appropriate to solicit additional proxies). If the shareholders fail to approve and adopt the merger agreement, themerger will not occur. A copy of the merger agreement, Amendment No. 1 and Amendment No. 2 are attached tothis proxy statement/prospectus as Annex A, Annex B and Annex C, respectively.

Who Can Vote at the Special Meeting

In accordance with Clear Channel’s bylaws, Clear Channel’s board of directors has set 5:00 p.m., EasternDaylight Time, on August 20, 2007 as the record date. The holders of Clear Channel common stock as of the recorddate are entitled to receive notice of and to vote at the special meeting. If you own shares that are registered insomeone else’s name (for example, a broker), you need to direct that person to vote those shares or obtain anauthorization from them to vote the shares yourself at the special meeting. On August 20, 2007, there were497,946,171 shares of Clear Channel common stock outstanding held by approximately 3,134 holders of record.

Vote Required for Approval and Adoption of the Merger Agreement; Quorum

The approval and adoption of the merger agreement requires the approval of the holders of two-thirds of theoutstanding shares of Clear Channel common stock entitled to vote thereon, with each share having a single vote forthese purposes. The failure to vote has the same effect as a vote “AGAINST” approval and adoption of the mergeragreement.

The holders of a majority of the outstanding shares of Clear Channel common stock entitled to be cast as of therecord date, represented in person or by proxy, will constitute a quorum for purposes of the special meeting. Aquorum is necessary to hold the special meeting. Once a share of Clear Channel common stock is represented at thespecial meeting, it will be counted for the purposes of determining a quorum and for transacting all business, unlessthe holder is present solely to object to the special meeting. If a quorum is not present at the special meeting, it isexpected that the meeting will be adjourned to solicit additional proxies. If a new record date is set for an adjournedmeeting, then a new quorum will have to be established.

Voting By Proxy

This proxy statement/prospectus is being sent to you on behalf of the board of directors for the purpose ofrequesting that you allow your shares of Clear Channel common stock to be represented at the special meeting bythe persons named in the enclosed proxy card. All shares of Clear Channel common stock represented at the specialmeeting by proxies voted by properly executed proxy cards will be voted in accordance with the instructions

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indicated on that proxy. If you sign and return a proxy card without giving voting instructions, your shares will bevoted as recommended by the board of directors. After careful consideration, the Clear Channel board ofdirectors (excluding Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs whorecused themselves from the deliberations), unanimously recommends a vote “FOR” approval and adoptionof the merger agreement. The Clear Channel board of directors’ recommendation is limited to the cashconsideration to be received by shareholders in the merger. The Clear Channel board of directors makes norecommendation as to whether any shareholder should make a Stock Election and makes no recommen-dation regarding the Class A common stock of Holdings. In considering the recommendation of Clear Channel’sboard of directors with respect to the merger agreement, you should be aware that some of Clear Channel’s directorsand executive officers have interests in the merger that are different from, or in addition to, the interests of ourshareholders generally. See “The Merger — Interests of Clear Channel’s Directors and Executive Officers in theMerger” beginning on page 89.

The persons named in the proxy card will use their own judgment to determine how to vote your sharesregarding any matters not described in this proxy statement/prospectus that are properly presented at the specialmeeting. Clear Channel does not know of any matter to be presented at the special meeting other than the proposal toapprove and adopt the merger agreement (and to approve the adjournment or postponement of the meeting, ifnecessary or appropriate to solicit additional proxies).

You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy,you must either send a signed written notice to Clear Channel revoking your proxy, submit a proxy by mail datedafter the date of the earlier proxy you wish to change or attend the special meeting and vote your shares in person.Merely attending the special meeting without voting will not constitute revocation of your earlier proxy.

If your shares of Clear Channel common stock are held in street name, you will receive instructions from yourbroker, bank or other nominee that you must follow in order to have your shares voted. If you do not instruct yourbroker to vote your shares, it has the same effect as a vote “AGAINST” approval and adoption of the mergeragreement.

Please note that if you have previously submitted a proxy card in response to Clear Channel’s priorsolicitations, that proxy card will not be valid at this meeting and will not be voted. Please complete andsubmit a validly executed proxy card for the special meeting, even if you have previously delivered a proxy.

Clear Channel will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, directors,officers and employees of Clear Channel may solicit proxies personally and by telephone, facsimile or otherwise.None of these persons will receive additional or special compensation for soliciting proxies. Clear Channel hasretained Innisfree to assist in its solicitation of proxies in connection with the special meeting. Innisfree may solicitproxies from individuals, banks, brokers, custodians, nominees, other institutional holders and other fiduciaries.Clear Channel has agreed to reimburse Innisfree for its reasonable administrative and out-of-pocket expenses, toindemnify it against certain losses, costs and expenses, and to pay its customary fees in connection with the proxysolicitation. Clear Channel also, upon request, will reimburse brokers, banks and other nominees for their expensesin sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions. TheFincos, directly or through one or more affiliates or representatives, may, at their own cost, also make additionalsolicitation by mail, telephone, facsimile or other contact in connection with the merger. The Fincos have retainedGeorgeson Inc. to assist them in any solicitation efforts they may decide to make in connection with the merger.Georgeson may solicit proxies from individuals, banks, brokers, custodians, nominees, other institutional holdersand other fiduciaries. The Fincos have agreed to reimburse Georgeson for its reasonable administrative andout-of-pocket expenses, to indemnify it against certain losses, costs and expenses, and to pay its customary fees inconnection with such proxy solicitation.

Submitting Proxies Via the Internet or by Telephone

Most of Clear Channel’s shareholders who hold their shares of Clear Channel common stock through a brokeror bank will have the option to submit their proxies or voting instructions via the Internet or by telephone inaccordance with the instructions provided by their brokers or banks. You should check the voting instruction cardprovided by your broker to see which options are available and the procedures to be followed.

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Adjournments or Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose ofsoliciting additional proxies. Any adjournment may be made without notice, other than by an announcement madeat the special meeting, of the time, date and place of the adjourned meeting. If no quorum exists, the Chairman of themeeting shall have the power to adjourn the meeting from time to time, without notice other than announcement atthe meeting, until a quorum shall be present or represented. If a quorum exists, holders of a majority of the shares ofClear Channel common stock present in person or represented by proxy at the special meeting and entitled to votethereat may adjourn the special meeting. If your proxy card is signed and no instructions are indicated on your proxycard, your shares of Clear Channel common stock will be voted “FOR” any adjournment or postponement of thespecial meeting, if necessary or appropriate, to solicit additional proxies. Any adjournment or postponement of thespecial meeting for the purpose of soliciting additional proxies will allow Clear Channel’s shareholders who havealready sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned orpostponed.

THE MERGER

The discussion of the merger in this proxy statement/prospectus is qualified in its entirety by reference to themerger agreement, Amendment No. 1 and Amendment No. 2 which are attached to this proxy statement/prospectusas Annex A, Annex B and Annex C, respectively. You should read each of the merger agreement, Amendment No. 1,and Amendment No. 2 carefully.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt the merger agreement,which provides for the recapitalization of Clear Channel by the merger of Merger Sub with and into Clear ChannelCommunications, Inc. (“Clear Channel” and, after the merger, the “Company”). If the merger agreement is adopted,each share of Clear Channel’s common stock will be converted into the right to receive either (1) $39.20 in cash,without interest, or (2) one share of Class A common stock of Holdings, subject to certain limitations described below(see “The Merger Agreement — Proration Procedures”), the Company will be a wholly owned subsidiary ofCC Media Holdings Inc. (“Holdings”) and the ownership of Holdings will be as set forth below:

CC Media Holdings, Inc. (Del)(“Holdings”)

Clear Channel Communications, Inc. (Tx)(after the merger, the “Company”)

Clear Channel Capital II , LLC (Del)

Clear Channel Capital I , LLC (Del)

Bain/THL/ Coinvestors1

Mays/Management2

Public

0-30%570-99%3 .64- x%4

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(1) One or more new entities controlled by private equity funds sponsored by Bain Capital Partners, LLC andThomas H. Lee Partners, L.P., or their affiliates will acquire between approximately 70% and 99% of the votingpower and economic interests of Holdings (see footnote 3). Bain and THL will each have fifty percent control ofeach such new entity. The equity interests of the new entities will be owned by Bain, THL, their affiliates and/orcoinvestors.

(2) Messrs. Lowry, Mark and Randall Mays have committed to roll over into Holdings shares of Clear Channelcommon stock, Clear Channel restricted stock and/or “in the money” Clear Channel stock options with a valueequal to $20 million in the aggregate, which will result in the issuance of approximately .64% of the outstandingcapital stock and voting power of Holdings after the merger (see “Interests of Clear Channel’s Directors andExecutive Officers in the Merger — Equity Rollover”). The merger agreement contemplates that the Fincosand Holdings may permit other executive officers to elect to convert some of their outstanding shares of ClearChannel common stock, Clear Channel restricted stock and “in the money” Clear Channel stock option intoshares or options to purchase shares of Holdings following effectiveness of the merger; however, no agree-ments, arrangements or understandings have been entered into with respect to such arrangements (see “Interestsof Clear Channel’s Directors and Executive Officers in the Merger — Equity Rollover”).

(3) Combination of Strong Voting Class B Common Stock and Nonvoting Class C Common Stock (with aggregatevotes equal to 1 vote per share, e.g., if “strong voting stock” has 10 votes, each share of Strong Voting Class BCommon Stock will be issued with 9 shares of Nonvoting Class C Common Stock. Note the numbers are forillustration purposes only). Each share of Voting Class A Common Stock, Nonvoting Class C Common Stockand Strong Voting Common Stock will have the same value. The number of shares of outstanding capital stockissued to Bain and THL in the merger will vary based on (i) the number of shareholders who elect to receiveStock Consideration and (ii) the number of shares issued to management pursuant to the equity rollover (seefootnote 4).

(4) Common Stock with aggregate voting power equal to 1 vote per share. Messrs. Lowry, Mark and Randall Mayshave committed to roll over into Holdings shares of Clear Channel common stock, Clear Channel restrictedstock and/or “in the money” Clear Channel stock options with a value equal to $20 million in the aggregate,which will result in the issuance of approximately .64% of the outstanding capital stock and voting power ofHoldings after the merger (see “Interests of Clear Channel’s Directors and Executive Officers in the Merger —Equity Rollover”). The merger agreement contemplates that the Fincos and Holdings may permit otherexecutive officers to elect to convert some of their outstanding shares of Clear Channel common stock, ClearChannel restricted stock and “in the money” Clear Channel stock option into shares or options to purchaseshares of Holdings following effectiveness of the merger; however, no agreements, arrangements or under-standings have been entered into with respect to such arrangements (see “Interests of Clear Channel’s Directorsand Executive Officers in the Merger — Equity Rollover”).

(5) Voting Class A Common Stock. The percentage will vary based on the number of shareholders who make aStock Election. The maximum number of shares of Class A Common Stock issued to the public will be 30% ofthe outstanding capital stock and voting power of Holdings after the merger.

Background of the Merger

Clear Channel’s board of directors periodically reviews and assesses strategic alternatives available to ClearChannel to enhance shareholder value. As part of this on-going review, on April 29, 2005, Clear Channel announceda strategic realignment of its businesses. The plan included an initial public offering of approximately 10% of thecommon stock of Clear Channel Outdoor, comprised of Clear Channel’s Americas and international outdoorsegments, and a 100% spin-off of Clear Channel’s live entertainment segment and sports representation business,which now operates under the name Live Nation. Clear Channel completed the initial public offering of ClearChannel Outdoor on November 11, 2005 and the spin-off of Live Nation on December 21, 2005. In addition, sincethat time Clear Channel has returned $1.6 billion to Clear Channel’s shareholders in the form of stock repurchasesand increased by 50% its regular quarterly dividend.

Notwithstanding these initiatives, Clear Channel’s common stock continued to trade during late 2005 andthrough the summer of 2006 at levels which management and the board of directors believed discounted the value ofClear Channel. On August 18, 2006, Messrs. Mark Mays and Randall Mays, Clear Channel’s Chief Executive

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Officer and President/Chief Financial Officer, respectively, contacted Goldman Sachs and requested GoldmanSachs to prepare a preliminary assessment of the strategic alternatives available to Clear Channel, including apossible sale of Clear Channel.

On August 24, 2006, representatives of The Blackstone Group, or Blackstone, contacted Messrs. Mark Maysand Randall Mays and stated that Blackstone was interested in exploring the possible acquisition of Clear Channel.During this discussion, representatives of Blackstone discussed their views on the merits of a possible acquisition ofClear Channel, but did not make any proposals regarding the price or structure of a transaction. Messrs. Mark Maysand Randall Mays did not make any proposals regarding a transaction or solicit any proposals from Blackstone.

On August 28, 2006, representatives of Goldman Sachs met with Messrs. Mark Mays and Randall Mays anddiscussed various strategic alternatives available to Clear Channel, including the spin-off or taxable sale of ClearChannel Outdoor and the sale of non-core operating assets.

On August 30, 2006, Messrs. Mark Mays and Randall Mays met with representatives of Blackstone inSan Antonio, Texas. On September 1, 2006, Messrs. Mark Mays and Randall Mays met with representatives ofProvidence Equity Partners, or Providence, in San Antonio, Texas. At these meetings, Messrs. Mark Mays andRandall Mays discussed with representatives of these two private equity groups their respective views on thefeasibility of a leveraged acquisition transaction by Clear Channel. No proposals regarding a transaction were madeby any of the parties at those meetings.

On September 5, 2006, at a special meeting of Clear Channel board of directors held by telephone, Mr. MarkMays stated that, in light of the fact that Clear Channel’s common stock continued to trade at prices whichmanagement considered to discount the value of Clear Channel, the recent strong operating performance reportedby Clear Channel and prevailing conditions in the financial markets, he considered it appropriate for the board toconduct a thorough consideration of strategic alternatives.

Mr. Mark Mays further stated he was regularly contacted by private equity groups inquiring about ClearChannel’s interest in a possible transaction involving either the sale of Clear Channel as a whole or one or moredivisions or a portion of its assets. He reported that no specific proposal had been made by any group and that thecontacts had been limited to general inquiries.

The Clear Channel board of directors determined to conduct a thorough review of strategic alternativesavailable to Clear Channel at its next regular meeting. The Clear Channel board of directors requested that GoldmanSachs be engaged to advise the board of directors in connection with that review. The board of directors directedmanagement to attempt to determine whether a leveraged buyout transaction was feasible in the current financialmarkets so that it could include this alternative as part of its review. The Clear Channel board of directors authorizedmanagement to permit Blackstone and Providence to act together to evaluate possible transactions.

Clear Channel management was directed to first obtain an agreement from Blackstone and Providencecontaining customary confidentiality and standstill provisions. The Clear Channel board expressly directed that theauthority being granted was limited to providing confidential information to Blackstone and Providence for thepurpose of determining whether a leveraged buyout of Clear Channel represented a feasible strategic alternative inthe financial markets at this time and that management was not authorized to commence a sale process or tonegotiate price or terms of a potential transaction.

Following the meeting, the directors consulted with one another regarding the engagement of a financialadvisor and legal counsel in connection with the board’s strategic review. It was the consensus of the board, subjectto formal ratification at the next scheduled meeting, to engage Goldman Sachs as its financial advisor and AkinGump Strauss Hauer & Feld LLP, or Akin Gump, as its legal advisor.

On September 11, 2006, Clear Channel entered into a confidentiality agreement with each of Blackstone andProvidence to enable the parties to share information regarding Clear Channel and its business in order to determinewhether a sale of Clear Channel represented a feasible strategic alternative at this time. The confidentialityagreements expressly prohibited Blackstone and Providence from contacting any actual or potential co-investors,financiers or other third parties who would or might provide equity, debt or other financing for a transaction withoutClear Channel’s consent. The confidentiality agreements also contained customary standstill provisions which,

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among other things, prevented Blackstone and Providence and their representatives from acquiring Clear Channelcommon stock or participating in a proxy solicitation regarding Clear Channel’s common stock without ClearChannel’s consent.

Representatives of Blackstone and Providence met with Messrs. Mark Mays and Randall Mays in New YorkCity on September 13, 2006 as part of their due diligence review. Representatives of Akin Gump and Weil,Gotshal & Manges, or Weil, legal counsel for Blackstone and Providence, were also in attendance.

On September 22, 2006, a consortium, which we refer to as Consortium 1, led by Blackstone and Providence,submitted a preliminary nonbinding proposal to acquire Clear Channel in an all cash transaction for $34.50 pershare of common stock. The proposal indicated that Blackstone, Providence, Bank of America Corporation andcertain limited partners of Blackstone and Providence would fund the equity for the transaction. Accompanying thepreliminary, nonbinding proposal was a letter from Bank of America Securities, LLC, or BAS, in which BAS statedthat it was highly confident of its ability to arrange for the necessary debt facilities in connection with the possibletransaction.

On September 25, 2006, the board of directors convened a special meeting at Clear Channel’s headquarters inSan Antonio, Texas, to review and discuss Clear Channel’s strategic alternatives. The meeting was also attended byrepresentatives of Akin Gump and Goldman Sachs. Akin Gump reviewed the directors’ fiduciary duties in thecontext of considering Clear Channel’s strategic alternatives. Messrs. Mark Mays and Randall Mays made apresentation regarding Clear Channel’s recent business results and financial performance, Clear Channel’s existingfinancial condition and Clear Channel’s strategic plans, goals and prospects.

Representatives of Goldman Sachs then made a presentation, which included an assessment of Clear Channel’svarious strategic alternatives and reviewed illustrative financing at assumed leverage ratios for a leveraged buyouttransaction. The directors discussed the presentation and asked questions of management regarding their confidencein Clear Channel’s plans, forecasts and prospects. The board of directors discussed the risk and challenge of ClearChannel’s existing business plans and prospects, as well as the opportunities such plans presented to Clear Channel.The board of directors discussed each of these alternatives in detail, including the potential value that eachalternative could generate to Clear Channel’s shareholders, the attendant risks and challenges of each alternative,the potential disruption to Clear Channel’s existing business plans and prospects occasioned by each alternative andthe likelihood of successfully executing on such alternatives.

Representatives of Goldman Sachs also reviewed with the board of directors the proposal from Consortium 1.The board of directors discussed the proposal generally and in relation to the other strategic alternatives that mightbe available to Clear Channel, particularly the spin-off of Clear Channel Outdoor combined with a sale of non-coreassets by Clear Channel.

The board of directors of Clear Channel (excluding Messrs. Mark, Randall and L. Lowry Mays and B. J.McCombs who were recused due to their potential interest in the transaction) continued the meeting. Thesedirectors, whom we refer to as the disinterested directors, consisting of Alan D. Feld, Perry J. Lewis, Phyllis B.Riggins, Theodore H. Strauss, J. C. Watts, John H. Williams and John B. Zachry, have each been determined by theClear Channel board of directors to be independent for the purposes of the transaction. Akin Gump again reviewedthe directors’ fiduciary duties in considering strategic alternatives, including the possible sale of Clear Channel.Following discussion among the disinterested directors and representatives of Goldman Sachs and Akin Gump, theClear Channel board of directors, by unanimous action of the disinterested directors, resolved to begin a process toexplore strategic alternatives to enhance shareholder value.

Further, the disinterested directors determined to advise Messrs. Mark, Randall and L. Lowry Mays and B. J.McCombs that they should not participate in deliberations by the board of directors with respect to any proposedleveraged buyout transaction because of their possible participation in the transaction following any closing. Thedisinterested directors determined that all communications between any potential buying groups be directly withAkin Gump and Goldman Sachs and not through members of management. Further, the disinterested directorsadvised Messrs. Mark, Randall and L. Lowry Mays and B. J. McCombs to not have discussions, either directly orthrough their representatives, regarding the terms on which any of them would participate in the management of, orinvest in, a surviving corporation following any sale of Clear Channel.

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Goldman Sachs stated that, if a sales process developed with respect to the sale of Clear Channel, GoldmanSachs would be willing to offer debt financing to all potential buying groups to facilitate the sale process, noting thatno buying group would be obligated to use Goldman Sachs as its debt financing source. Akin Gump discussed withthe board of directors the nature of the potential conflict of interest that might arise from Goldman Sachs acting bothas the financial advisor to the board of directors and Clear Channel and a possible financing source in connectionwith the sale of Clear Channel and described to the board of directors certain procedures that Goldman Sachs couldundertake to ensure the separation between the financing teams and the team advising the board of directors andClear Channel and the safeguards that Clear Channel could undertake with regard to such conflict, includingobtaining a fairness opinion from another investment bank.

Representatives of Goldman Sachs were then excused from the board meeting and the disinterested directorsengaged in a discussion of the risks and benefits relating to Goldman Sachs’ offer, including the potential conflict ofinterest and the related safeguards, with Akin Gump. After the discussion, the disinterested directors determinedthat, although they could anticipate circumstances in which such an offer may facilitate a sale process, thosecircumstances were not currently present and they determined not to authorize Goldman Sachs to make such anoffer.

The disinterested directors determined that it would be advisable to establish a special advisory committee toevaluate and report to the directors as to the fairness of the terms of any leveraged buyout transaction or otherproposal determined by the board of directors to be advisable to Clear Channel and that presented potential conflictswith the interests of any of the directors. The special advisory committee, consisting of Perry J. Lewis, who wasdesignated as chair of the committee, John H. Williams and John Zachry, was formed and given the power, amongothers, to retain separate legal counsel and separate financial advisors. The process for pursuing, and allnegotiations with respect to, any possible transaction would be directed by the disinterested directors as a whole.

The disinterested directors engaged in a discussion of the proposal made by Consortium 1. The disinteresteddirectors determined that the price proposed was not adequate when compared with the other strategic alternativesconsidered at the meeting. After an extended discussion and consideration of all relevant issues, the disinteresteddirectors authorized Goldman Sachs to communicate to Consortium 1 that the Clear Channel board of directors hadno interest in pursuing a transaction at the valuation proposed by Consortium 1. The disinterested directors furtherdirected Goldman Sachs to communicate to Consortium 1 that Clear Channel was terminating access to further duediligence on Clear Channel and its business and that if it desired to continue discussions and diligence it shouldmaterially improve its proposal.

In making these determinations, the disinterested directors emphasized that the Clear Channel board ofdirectors had made no determination to effect a sale of Clear Channel and neither management nor Goldman Sachswas authorized to engage in a sale process. Nevertheless, in the event that discussions with Consortium 1 continuedor if another buying group or buying groups emerged, the disinterested directors requested Mr. Alan Feld to act aslead director for purposes of any discussion with potential buyer groups and to oversee and provide direction toGoldman Sachs between meetings of the Clear Channel board of directors with respect to any future discussions.

Representatives of Goldman Sachs contacted Consortium 1 on September 26, 2006 and relayed the directionsof the board of directors, to the effect that a price of $34.50 was inadequate and that the Clear Channel board ofdirectors had determined not to pursue discussions and to terminate the due diligence process and that the board ofdirectors would entertain further diligence and discussions if the consortium materially improved its offer.

On September 27, 2006, Consortium 1 contacted representatives of Goldman Sachs and indicated that, basedupon certain assumptions regarding Clear Channel’s operations, it would be willing to acquire Clear Channel for$35.50 per share but would require further due diligence, including access to more members of senior management,in order to improve on this price. Blackstone and Providence also requested that, due to the size of some of thecontractual obligations owing to management, it desired an opportunity to engage in discussions with Messrs. Mark,Randall and L. Lowry Mays regarding the terms on which they would be willing to participate in the managementof, or invest in, the surviving corporation in the event a sale was accomplished. After discussion with representativesof Goldman Sachs and Akin Gump, Mr. Alan Feld authorized representatives of Goldman Sachs to allowConsortium 1 to undertake a limited due diligence investigation of Clear Channel for the sole purpose of improving

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on its proposal. The request to have conversations with Messrs. Mark, Randall and L. Lowry Mays was deferreduntil the Clear Channel board of directors could next meet.

On September 29, 2006, Blackstone and Providence requested permission to admit Kohlberg Kravis Roberts &Co., or KKR, to Consortium 1, which Mr. Alan Feld approved. KKR executed a confidentiality agreementcontaining substantially the same terms as the confidentiality agreements executed by Blackstone and Providence.

At a special meeting of Clear Channel board of directors held by telephone on October 3, 2006 (attended byeach of the directors other than John Zachry), which representatives of Goldman Sachs and Akin Gump alsoattended, representatives of Goldman Sachs reported on the discussions with Blackstone and Providence since theSeptember 25, 2006 meeting of the board of directors. Following this report, Messrs. Mark, Randall, and L.Lowry Mays and B. J. McCombs recused themselves and left the meeting. In response to the request by Blackstoneand Providence on September 27, 2006, the disinterested directors determined that legal counsel for Messrs. Mark,Randall and L. Lowry Mays, whom the disinterested directors authorized be engaged at Clear Channel’s expense torepresent the Mayses in connection with any proposed leveraged buyout transaction, would be permitted to havegeneral discussions with Weil regarding the terms upon which management might participate in the survivingcorporation following a possible transaction on the condition that no direct discussions would be permitted, nospecific negotiations arriving at any agreement would be had and that Akin Gump would be included in all suchdiscussions.

On October 5 and 6, 2006, members of management held a two-day diligence session with representatives ofConsortium 1 in New York City to discuss Clear Channel’s business, operations, financial condition, results ofoperations and financial forecasts for future periods. Also in attendance were representatives of Akin Gump andGoldman Sachs.

On October 6, 2006, there was a meeting between counsel for Messrs. Mark, Randall and L. Lowry Mays andWeil in which counsel for the Mayses presented a summary of the terms on which the Mayses might participate inthe management of, and invest in, the surviving corporation if a leveraged buyout transaction were to occur. Counselfor the Mayses also advised Weil that discussions with respect to Mr. L. Lowry Mays were only in respect of hisemployment arrangements and that he was not at this time interested in discussing the possibility of any on-goinginvestment in Clear Channel. The meeting was also attended by Akin Gump.

On October 10, 2006, the special advisory committee met and determined to engage Sidley Austin LLP as itsspecial counsel. The special advisory committee retained Lazard Frères & Co. LLC, or Lazard, as its financialadvisor. Such retention contemplated that Lazard would undertake a study to enable it to render an opinion as to thefairness from a financial point of view of the financial consideration to be received by Clear Channel’s shareholdersin connection with any sale of Clear Channel, which engagement was confirmed in an engagement letter datedOctober 25, 2006.

On October 11, 2006, representatives of Consortium 1 contacted Goldman Sachs and indicated that Con-sortium 1 would require further due diligence and an opportunity to meet further with senior management of ClearChannel before revising its proposal. At the direction of Mr. Alan Feld, Goldman Sachs requested Consortium 1 toidentify with specificity what further diligence it required for this limited purpose and arranged for further meetingsto be held on October 12 and October 13, 2006 in San Antonio, Texas. Separately, representatives of Clear Channeland Goldman Sachs were contacted by representatives of Thomas H. Lee Partners, L.P., or THL Partners, whostated that if Clear Channel was considering a leveraged buyout transaction, it desired to have an opportunity todiscuss such a transaction with Clear Channel.

On October 12 and 13, 2006, Clear Channel management held a due diligence session with representatives ofConsortium 1 in San Antonio, Texas, to discuss Clear Channel’s business, operations, financial condition, results ofoperations and financial forecasts for future periods. Also in attendance were representatives of Goldman Sachs.

At a special meeting of Clear Channel board of directors held by telephone on October 13, 2006 (attended byeach of the directors other than J.C. Watts), which representatives of Goldman Sachs and Akin Gump also attended,representatives of Goldman Sachs updated the board of directors with respect to recent discussions with Consortium1. Goldman Sachs then made a presentation on the potential strategic alternatives available to enhance shareholdervalue.

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During the meeting, Goldman Sachs reported the contact with THL Partners and THL Partners’ desire to haveexploratory discussions regarding a potential leveraged buyout transaction. Following Goldman Sachs’ report,Messrs. Mark, Randall and L. Lowry Mays and B. J. McCombs recused themselves and left the meeting. Thedisinterested directors present continued to discuss THL Partners’ request for exploratory discussions. Thedisinterested directors discussed the increased possibility of a leak, as well as the distraction to Clear Channel’smanagement, and the potential negative impact on Clear Channel and its business and operations, that could arise byengaging in discussions with multiple parties. In light of these concerns and the potential adverse impact on ClearChannel, the disinterested directors present directed Goldman Sachs to communicate to THL Partners that the boardof directors had not determined to sell Clear Channel. Akin Gump then reported that it had prepared a draft of amerger agreement to be distributed to Weil to elicit their views on the non-price terms of their proposal. Thedisinterested directors present requested that Akin Gump review the terms of the proposed form of mergeragreement with Mr. Alan Feld, who would provide guidance on the terms reflected in the draft merger agreement.

Following discussions with Mr. Alan Feld, on October 14, 2006 Akin Gump distributed a draft mergeragreement to Weil.

On October 15, 2006, Weil distributed a revised summary of senior executive arrangements and a managementequity term sheet to counsel to Messrs. Mark, Randall and L. Lowry Mays. Akin Gump was provided a copy of eachof these submissions.

On October 18, 2006, Blackstone and Providence contacted representatives of Goldman Sachs and informedGoldman Sachs that KKR had withdrawn from Consortium 1, but that the remainder of the consortium was makinga non-binding preliminary proposal to purchase Clear Channel at the price of $35.00 per share. Blackstone andProvidence indicated that they would need to identify other equity and debt sources to complete the transaction andthat they could complete their remaining due diligence and other work necessary to enter into definitive agreementsfor the proposed acquisition within two weeks.

Later that same day, Weil provided to Akin Gump Consortium 1’s written position on certain key terms in thedraft merger agreement previously transmitted to it, including the termination date, the length of the marketingperiod, a go-shop right, the definition of material adverse effect, fiduciary termination rights, termination feespayable in certain circumstances by Clear Channel, on the one hand, and by the buyer, on the other hand, theconditions to closing, interim operating covenants, equity syndication terms, board recommendation provisions,specific performance rights, a proposed cap on the liability of the private equity firms for breach by the buyer and inother circumstances and the allocation of risk with respect to regulatory approvals required with respect to FCCmatters and antitrust approvals.

At a special meeting of the Clear Channel board of directors held by telephone on October 19, 2006 (attendedby each of the directors other than J.C. Watts), which representatives of Goldman Sachs and Akin Gump alsoattended, Goldman Sachs updated the Clear Channel board of directors with respect to recent discussions withConsortium 1. Following Goldman Sachs’ report, Messrs. Mark, Randall and L. Lowry Mays and B. J. McCombsrecused themselves and left the meeting. Akin Gump reviewed the directors’ fiduciary duties when consideringstrategic alternatives, including a possible sale of Clear Channel. The disinterested directors present continued todiscuss the most recent proposal by Consortium 1. It was noted that not only had the price proposed by theconsortium been reduced but that any transaction was less certain to be executed in light of the fact that Consortium1 no longer had equity and debt commitments sufficient to complete the transaction. The disinterested directorspresent discussed the alternatives available to Clear Channel, including a discussion of the values for theshareholders that could be achieved from a possible sale of Clear Channel compared to a spin-off of ClearChannel Outdoor combined with a sale of non-core assets. Following discussion, the disinterested directors presentdirected Goldman Sachs to communicate to Consortium 1 that the Clear Channel board of directors considered itsproposal inadequate; that the board of directors had a meeting scheduled for October 25, 2006 to discuss and reviewClear Channel’s strategic alternatives and if Consortium 1 desired that its proposal be given consideration, it shouldimprove its proposal prior to such time; and that the board of directors intended in the interim to contact other partiesthat had expressed an interest in exploring a sale transaction. The disinterested directors present then authorizedGoldman Sachs to contact THL Partners to ascertain whether it had an interest in leading a consortium to explore apossible sale transaction.

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On October 20, 2006, Goldman Sachs contacted Blackstone and Providence and relayed the directives of theboard of directors. Goldman Sachs also contacted THL Partners and informed THL Partners that it would provideTHL Partners an opportunity to conduct due diligence to determine whether it had an interest in forming aconsortium to pursue discussions with Clear Channel regarding a possible sale transaction. Goldman Sachsinformed THL Partners that the board of directors was meeting on October 25, 2006 to discuss and review ClearChannel’s strategic alternatives and if THL Partners desired that a proposal be given consideration, it should providean indication of interest prior to such time.

On October 21, 2006, Akin Gump met with Mr. Alan Feld to obtain guidance on the written positions taken byConsortium 1 with respect to the draft merger agreement.

On October 21 and 22, 2006, members of Clear Channel management participated in multiple telephoneconferences with representatives of THL Partners to discuss Clear Channel’s business, operations, financialcondition, results of operations and financial forecasts for future periods. Prior to that time, THL Partners signed aconfidentiality agreement containing substantially the same terms as the confidentiality agreements executed byeach of the other private equity firms.

On October 24, 2006, there were press reports to the effect that Clear Channel was in discussions with privateequity firms regarding a possible sale transaction. Later that day, THL Partners submitted a non-binding expressionof interest to acquire all of Clear Channel’s outstanding capital stock in an all cash transaction for $35.00 to$37.00 per share. THL Partners indicated that it would need to identify other equity and debt sources to complete thetransaction but felt confident that it could secure firm commitments for the remaining equity and debt among firmsthat it had worked with in the past. The proposal further indicated that THL Partners anticipated that it couldcomplete its remaining due diligence and other work necessary to enter into definitive agreements for the proposedacquisition within 20 days.

On that same day, Consortium 1 submitted a revised proposal to acquire all of Clear Channel’s outstandingcommon stock in an all cash transaction for $35.00 per share. The proposal indicated that KKR had rejoined theconsortium. Accompanying the proposal was a “highly confident letter” from BAS and Merrill Lynch, representing100% of the debt financing necessary to complete the transaction. The proposal further contemplated a 20 dayexclusivity period and stated that Consortium 1 anticipated that it could complete its remaining due diligence andother work necessary to enter into definitive agreements for the proposed acquisition within that 20 day period.

On the same day, there were also press reports to the effect that Clear Channel was in discussions with privateequity firms regarding a possible sale transaction.

On October 25, 2006, the Clear Channel board of directors convened a regular meeting at Clear Channel’sheadquarters in San Antonio, Texas, to include a review and discussion of Clear Channel’s strategic alternatives.The meeting was also attended by representatives of Akin Gump and Goldman Sachs. Akin Gump reviewed thedirectors’ fiduciary duties in the context of considering Clear Channel’s strategic alternatives, including a possiblesale of Clear Channel.

Representatives of Goldman Sachs updated the Clear Channel board of directors regarding events that hadtranspired since the last meeting. Representatives of Goldman Sachs then discussed the proposals that had beenreceived by the Clear Channel board of directors from Consortium 1 and THL Partners. Following Goldman Sachs’discussion, the directors discussed the information they had received and asked questions of management regardingtheir confidence in Clear Channel’s plans, forecasts and prospects. The Clear Channel board of directors discussedthe risks and challenges of Clear Channel’s existing business plans and prospects, as well as the opportunitiespresented to Clear Channel by each of the alternative plans. The board of directors discussed each of thesealternatives in detail, including the potential value that each alternative could generate to Clear Channel’sshareholders, the attendant risks and challenges of each alternative, the potential disruption to Clear Channel’sexisting business plans and prospects occasioned by each alternative and the likelihood of successfully executing onsuch alternatives.

Following the discussion, Messrs. Mark, Randall and L. Lowry Mays and B. J. McCombs recused themselvesand left the meeting and the disinterested directors continued the meeting. Akin Gump again reviewed the directors’fiduciary duties in considering strategic alternatives, including the possible sale of Clear Channel. The disinterested

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directors discussed each of the two proposals. It was noted that given the recent press reports about possiblediscussions with private equity firms, it was no longer possible to avoid the disruption that would accompany a morepublic process. After taking these factors into account and reviewing the other strategic alternatives presented to it,the disinterested directors determined that Clear Channel should issue a press release that same day announcing thatthe board of directors had commenced a review of Clear Channel’s strategic alternatives and that the board ofdirectors had retained Goldman Sachs to advise it with respect to that review.

Further, Goldman Sachs was directed to inform Consortium 1 and THL Partners that Clear Channel intended toissue the press release and request that they submit their best and final proposal to the board of directors by close ofbusiness on November 10, 2006, accompanied by equity and debt financing commitments, sponsor guarantees, asummary of the terms (if any) proposed by the consortium with respect to management’s participation and/orinvestment in the surviving corporation and comments to a draft merger agreement to be supplied by Akin Gump.

Later that day, representatives of Goldman Sachs communicated the Clear Channel board of directors requestsfor final proposals to each of Consortium 1 and THL Partners. They also explained to each that Goldman Sachs andAkin Gump would make themselves available to discuss and negotiate key terms and provisions of the draft mergeragreement prior to the November 10, 2006 deadline and that the Clear Channel board of directors encouraged eachof them to avail themselves of the opportunity to negotiate proposed changes to the draft merger agreement issuesprior to the November 10, 2006 deadline.

On that same day, THL Partners requested permission to form a consortium, which we refer to as Consortium 2,with Bain Capital Partners LLC, or Bain, and Texas Pacific Group, or TPG, which was approved by Mr. Alan Feld.Bain and TPG each entered into a confidentiality agreement with Clear Channel with terms substantially similar tothe confidentiality agreements entered into by each of the other private equity firms.

On October 26, 2006, members of Clear Channel management held a due diligence session with Consortium 2in San Antonio, Texas, to discuss Clear Channel’s business, operations, financial condition, results of operationsand financial forecasts for future periods. Representatives of Goldman Sachs were also in attendance. Akin Gumptransmitted to legal counsel to Consortium 2, Ropes & Gray LLP, or Ropes & Gray, a copy of the draft mergeragreement previously submitted to Consortium 1. Further, Akin Gump explained the procedures previouslyapproved by the Clear Channel board of directors with respect to contacts with Mark, Randall and L. Lowry Mayswith respect to the terms on which they might participate in the management or equity of the surviving corporation.Counsel for Mark, Randall and L. Lowry Mays distributed to Ropes & Gray a summary of senior executivearrangements and a management equity term sheet. The summary and term sheet contained terms that weresubstantially identical to those most recently distributed to Consortium 1.

On October 27, 2006, the Clear Channel board of directors received a written non-binding, preliminary,indication of interest from a consortium, which we refer to as Consortium 3, consisting of Apollo Management,L.P., or Apollo, and The Carlyle Group, or Carlyle, to acquire all of Clear Channel’s outstanding common stock forat least $36.00 per share in cash. The indication of interest stated that Consortium 3 had been informed byGoldman Sachs that the board of directors requested the submission of fully financed bids on November 10, 2006and requested the board of directors to consider a more extended process. At the direction of Mr. Alan Feld,Goldman Sachs informed Consortium 3 that, upon execution of confidentiality agreements, it would be providedaccess to management and due diligence materials and requested Consortium 3 to submit a more definitive proposal(including plans for financing) by November 1, 2006.

On that same day, Lazard received, and forwarded to Goldman Sachs, from a consortium, which we refer to asConsortium 4, consisting of Cerberus Capital Management, or Cerberus, and Oak Hill Capital Management, or OakHill, a non-binding, preliminary indication of interest to engage in discussions regarding a possible leveragedbuyout transaction with Clear Channel. The indication of interest did not contain a price at which Consortium 4would be interested in completing a transaction.

A special meeting of Clear Channel board of directors was held by telephone on October 28, 2006 (attended byeach of the directors other than Mr. Theodore H. Strauss), which representatives of Goldman Sachs and Akin Gumpalso attended. Mr. Alan Feld and representatives of Goldman Sachs updated the Clear Channel board of directorsregarding events that had transpired since the last meeting. Messrs. Mark, Randall and L. Lowry Mays and

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B. J. McCombs then excused themselves from the meeting. The disinterested directors present then discussed theindications of interest received from Consortium 3 and Consortium 4. Following the discussion, the disinteresteddirectors present directed Goldman Sachs to inform Consortium 3 that if, following preliminary due diligence onClear Channel and its business, it submitted a more definitive proposal that was competitive, the board of directorswould look favorably on their request that the time for submission of bids be extended. In addition, the directorspresent directed Goldman Sachs to contact Consortium 4 and inquire as to whether they had intended to submit anindication of interest and, if that was the case, to provide a preliminary indication of the valuation they wereconsidering.

Goldman Sachs also reported that both THL Partners and Apollo had inquired regarding the availability offinancing from Goldman Sachs. Goldman Sachs confirmed that, to facilitate the sale process, Goldman Sachs wouldbe willing to offer debt financing to all consortia, noting that no consortium would be obligated to use GoldmanSachs as its debt financing source. Akin Gump reviewed with the disinterested directors the nature of the potentialconflict of interest that might arise from Goldman Sachs acting both as the financial advisor to the Clear Channelboard of directors and Clear Channel and a possible financing source in connection with the sale of Clear Channeland the procedures that Goldman Sachs could undertake to ensure the separation between the financing teams andthe team advising the board of directors of Clear Channel and the safeguards that Clear Channel could undertakewith regard to such conflict.

Representatives of Goldman Sachs were then excused from the board meeting and the disinterested directorsengaged in a discussion of the risks and benefits relating to Goldman Sachs’ offer, including the potential conflict ofinterest and the related safeguards, with Akin Gump present. After the discussion, the disinterested directors presentdetermined that, in light of the short period that remained prior to the time for the submission of the bids and in orderto increase the competitiveness of the bidding process, Goldman Sachs was authorized to offer debt financing on thecondition that appropriate procedural safeguards acceptable to Akin Gump and Mr. Alan Feld were put in place andthat Goldman Sachs offered the same package of debt financing to each consortium.

On October 29, 2006, Apollo and Carlyle each executed confidentiality agreements with terms substantiallysimilar to those contained in the confidentiality agreements with the other private equity firms.

On October 29 and 30, 2006, management held a due diligence session by telephone with representatives ofConsortium 3 to discuss Clear Channel’s business, operations, financial condition, results of operations andfinancial forecasts for future periods.

On October 29, 2006, the Clear Channel board of directors and representatives of Goldman Sachs received awritten non-binding, preliminary indication of interest from Consortium 4 to acquire all of Clear Channel’soutstanding common stock for a price ranging from $37.00 to $39.00 per share. At the direction of Mr. Alan Feld,representatives of Goldman Sachs informed Consortium 4 that, upon execution of confidentiality agreements, theywould be provided access to Clear Channel management and due diligence materials and were requested to submit amore definitive proposal (including plans for financing) in the next several days. Goldman Sachs was also directedto inform them that if, after they completed preliminary due diligence on Clear Channel and its business, theysubmitted a more definitive proposal (including plans for financing) that was competitive, the Clear Channel boardof directors would look favorably on any request to extend the time for submission of bids.

On October 30, 2006, Mr. Alan Feld, on behalf of the board of directors, and Goldman Sachs executed aconsent letter outlining agreed upon procedures with respect to the planned offer by Goldman Sachs of debtfinancing to each consortium.

On that same day, drafts of confidentiality agreements in substantially the same form executed by each of theother private equity firms were presented to Cerberus and Oak Hill and their counsel. Clear Channel and Akin Gumpengaged in negotiations with Cerberus and Oak Hill from October 30, 2006 through November 10, 2006 to attemptto reach agreement on a form of confidentiality agreement. The parties were unable to reach agreement due to thefact that Cerberus and Oak Hill were unwilling to agree to provisions comparable to those agreed to by the otherprivate equity firms.

On that same day, Weil presented to Akin Gump comments from Consortium 1 on the draft merger agreement.

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On that same day, Clear Channel management held a due diligence session in San Antonio, Texas, withrepresentatives of Lazard to discuss Clear Channel’s business, operations, financial condition, results of operationsand financial forecasts for future periods.

In addition, on that same day, Clear Channel management also held a telephonic due diligence session withrepresentatives of Consortium 3 to discuss Clear Channel’s business, operations, financial condition, results ofoperations and financial forecasts for future periods. Representatives of Goldman Sachs were also in attendance.

On October 31, 2006, Clear Channel management held a due diligence session in San Antonio, Texas, withrepresentatives of Consortium 3 to discuss Clear Channel’s business, operations, financial condition, results ofoperations and financial forecasts for future periods. Representatives of Goldman Sachs were also in attendance.

In or around late October 2006, representatives of TPG indicated to THL Partners and Bain that TPG washaving difficulty with its participation in the transaction, and that TPG did not want to impede the process.

On November 1, 2006, Apollo verbally submitted to Goldman Sachs a revised non-binding preliminaryindication of interest to acquire all of the common stock of Clear Channel in an all cash transaction at a price of$35.00 per share and informed Goldman Sachs that Carlyle had removed itself from Consortium 3. Following thistime, Apollo did not request to participate in any further diligence or indicate any interest to form anotherconsortium or submit a proposal.

During the first two weeks of November 2006, through November 15, 2006, Consortium 1 and Consortium 2,their financing partners, representatives and advisors continued to conduct due diligence on Clear Channel and itsbusiness. In addition, Clear Channel, Akin Gump and FCC and antitrust counsel for Clear Channel conducted duediligence on the members of each of the consortia, particularly with respect to their investments in other mediacompanies and the markets that such companies operated in and the participation of any non-United States personsin such consortia.

On November 3, 2006, the special advisory committee retained Watson Wyatt & Company (“Watson Wyatt”)as its executive compensation consultant. The retention was confirmed in an engagement letter dated November 6,2006. Such retention contemplated that Watson Wyatt would review the existing change-in-control arrangementsfor Messrs. Mark, Randall and L. Lowry Mays, any proposed settlement of such existing arrangements inconjunction with a change of control of Clear Channel and any proposed new incentive and investment arrange-ments for management. Watson Wyatt’s engagement also contemplated a comparison of proposed managementarrangements with benchmark data.

During the first two weeks of November, the special advisory committee met three times in connection with itsreview of the possible transactions. At these meetings, the special advisory committee received the advice andreports of Sidley, Lazard and Watson Wyatt.

On November 4, 2006, Ropes & Gray submitted to Akin Gump written comments to the draft mergeragreement on behalf of Consortium 2.

A special meeting of Clear Channel board of directors was held by telephone on November 7, 2006 (attendedby each of the directors), which representatives of Goldman Sachs, Akin Gump and Sidley also attended.Representatives of Goldman Sachs updated the board of directors regarding events that had transpired sincethe last meeting of the board of directors. Akin Gump reviewed the Clear Channel directors’ fiduciary duties inconsidering strategic alternatives, including the possible sale of Clear Channel. Messrs. Mark, Randall and L. LowryMays and B. J. McCombs then recused themselves and left the meeting. Akin Gump then summarized the key termsof the draft merger agreement presented to each of Consortium 1 and Consortium 2. The key terms covered thescope of the representations, warranties and covenants made by the respective parties to the agreement, as well asthe conditions to closing the transaction and the provisions relating to the termination of such agreement. AkinGump then summarized the comments on the draft merger agreement received from each consortium. Thedisinterested directors instructed Akin Gump and Goldman Sachs that they would not approve a definitiveagreement that was contingent on receipt of financing for the transaction; that the board of directors must have theright to change its recommendation to Clear Channel’s shareholders with respect to the transaction if required by itsfiduciary duties to do so; that the board of directors must be able to terminate the agreement if it received a superior

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proposal following execution of a definitive agreement; that the fee payable by Clear Channel if it terminated theagreement must be reasonable, with a lower fee payable during a post-signing go-shop period; that the buying groupmust agree not to syndicate its equity holdings to other bidders in the process in order to protect the integrity of thebidding process; that the buying group must covenant to take all necessary actions to obtain FCC and HSRapprovals; that the buying group must be liable to Clear Channel if the buyer breaches its obligations under thedefinitive agreement or a closing fails to occur due to the failure of the regulatory conditions; and that the terms ofthe transaction should provide additional purchase price in the event the closing of the transaction is extendedbeyond an agreed upon date, which we refer to as a ticking fee.

During the period from November 8, 2006 through November 12, 2006, Akin Gump and Goldman Sachscontinued to negotiate the terms of a draft merger agreement with Consortium 1 and Consortium 2 throughtelephonic meetings and in-person meetings held at Akin Gump’s offices in New York City. Also participating insome of these meetings were the parties’ respective FCC and antitrust counsel. During the course of thesediscussions and negotiations, the parties addressed each of the key terms of the draft merger agreement and theproposed plans of each of the two consortium for dealing with potential FCC and HSR issues raised by the fact thateach of the consortia had investments in other media companies, some of which operated broadcast stations andprint media in markets overlapping markets served by Clear Channel’s television and radio broadcast stations. Keyterms addressed in these negotiations included the terms of any ticking fee, the board of directors’ request for a go-shop period, the structure and amount of break up fees and reverse break up fees, change of recommendationprovisions, the board of directors request that the equity holdings of each consortium not be syndicated to otherparticipants in the bidding process, the definition of superior proposal and material adverse effect, and the remediesof Clear Channel for breach of the merger agreement.

On November 8, 2006, Consortium 2 informed Goldman Sachs it would not be able to submit a complete bidpackage on November 10, 2006. After consulting with Mr. Alan Feld, Goldman Sachs informed each of Consortium1 and Consortium 2 that the deadline for submitting the bid packages would be moved to November 13, 2006.

From November 8, 2006 through November 12, 2006, representatives Goldman Sachs and Akin Gumpperiodically consulted with Mr. Alan Feld to provide him an update on developments in the separate negotiationsand to solicit his guidance on potential resolution of differences between the positions taken by the board ofdirectors and the positions taken by the two consortia.

During this period, the parties and their advisors finalized the terms of separate agreements to be entered intoby the equity sponsors that comprised each consortium, which we refer to as limited guarantees, pursuant to whichsuch equity sponsors would guarantee certain payment obligations of the buyer under the draft merger agreement,subject to a cap. In addition, during this time period, counsel for Messrs. Mark, Randall and L. Lowry Mays andcounsel for each of the consortia continued to exchange views on the terms on which the Mayses would participatein management, and invest in, the surviving corporation resulting for any transaction.

On November 12, 2006, Akin Gump and representatives of Goldman Sachs met separately with each ofConsortium 1 and Consortium 2 and their advisors to review the procedures for submitting bids on November 13,2006. Each consortium was informed that Akin Gump would deliver to it a final draft of the merger agreementreflecting the terms which had been agreed to during the course of negotiations and, where agreement had not beenreached, the terms proposed by the board of directors. Each consortium was told that, as part of the bid package, itwould have an opportunity to make changes to the final draft of the merger agreement, but that any changessubmitted would weigh against its bid when considered by the board of directors. Each consortium was requested tosubmit written bid packages on November 13, 2006 indicating the price per share to be paid for 100% of thecommon stock of Clear Channel in an all cash transaction and consisting of (i) a copy of the final draft of the mergeragreement, marked with any proposed changes, (ii) a detailed description of financing sources, including com-mitment letters, (iii) a final form of the limited guarantee and (iv) a description of the terms proposed by theconsortium with respect to the participation of Messrs. Mark, Randall and L. Lowry Mays in the survivingcorporation.

On November 12, 2006, representatives of THL Partners and Bain informed Goldman Sachs that TPG wouldnot be a participant in Consortium 2.

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Consortium 1 and Consortium 2 submitted complete bid packages on November 13, 2006.

The Clear Channel board of directors convened a special meeting on November 14, 2006, which was alsoattended by representatives of Akin Gump, Goldman Sachs, and Sidley. Present at the commencement of themeeting were each of the disinterested directors. Akin Gump reviewed the directors’ fiduciary duties in consideringstrategic alternatives, including the sale of Clear Channel. Representatives of Goldman Sachs then made apresentation to the disinterested directors. The presentation contained analyses prepared by Goldman Sachs thatwere substantially similar to those described under “Opinion of Clear Channel’s Financial Advisor” utilizing then-current data. During this presentation Goldman Sachs orally reviewed the history of negotiations with Consortium 1and Consortium 2 and developments since the last meeting of Clear Channel board of directors. Goldman Sachs alsoreviewed its contacts with Consortium 3 and Consortium 4 and confirmed to the disinterested directors that eachsuch consortium had been informed that if, after conducting preliminary due diligence, it had made a qualifiedproposal that sufficient time would be provided to it in order to participate in the bidding process.

Goldman Sachs then reviewed the two bid packages received on November 13, 2006. Each consortiumproposed an all cash transaction at a price of $36.50 per common share. Goldman Sachs also described the termsproposed by each of the consortium for the participation of management in the surviving corporation. Akin Gumpdescribed how the key terms discussed at the November 7, 2006 board meeting had been resolved and reviewed withthe disinterested directors the principal differences between the two merger agreements submitted as part of the bidpackages. The non-financial terms proposed by Consortium 2 were overall more favorable than those proposed byConsortium 1 with respect to matters affecting the responsibilities of the consortium to resolve issues that may arisein obtaining necessary regulatory consents. Conversely, the structure and amounts of the termination fees payableby the consortium in the event of a breach or failure to close in certain circumstances proposed by Consortium 1were more favorable than those proposed by Consortium 2. Further, Consortium 1 proposed a go-shop period of30 days following signing and Consortium 2 proposed a go-shop period of 21 days following signing. Thedisinterested directors then received reports from regulatory counsel with respect to the FCC and HSR approvalprocesses, issues that may be encountered and any differences presented by the participants of the two consortia.

Following the presentations by Goldman Sachs, Akin Gump and regulatory counsel, the disinterested directorsdirected Goldman Sachs to communicate with each of Consortium 1 and Consortium 2 that their bids reflectedidentical per share prices and that they would need to improve their bids if they were to receive favorableconsideration and to review the merger agreement provisions they could improve to make their bid more favorable.

The disinterested directors then discussed the current change in control contracts between Clear Channel andeach of Messrs. Mark, Randall and L. Lowry Mays, including provisions providing for income tax and excise taxgross ups and the potential financial impact these arrangements might have on a merger proposal when compared tobenchmark arrangements with executives at comparable companies. The disinterested directors determined torequest Messrs. Mark, Randall and L. Lowry Mays to accept a reduction in their change in control payments andbenefits, including the elimination of income tax gross ups. Messrs. Alan Feld and John Zachry, chairman of thecompensation committee, were requested to communicate these requests. The meeting was adjourned to thefollowing morning.

Following adjournment, Goldman Sachs and Akin Gump communicated the instructions of Clear Channelboard of directors to each of Consortium 1 and Consortium 2 and requested that each of the consortiums submitimproved bids on November 15, 2006.

The meeting of the board of directors was reconvened on November 15, 2006. Mr. Mark Mays reported to theboard that, in order to assure the receipt of the best price available in the circumstances, each of he,Messrs. Randall Mays and L. Lowry Mays had agreed to a reduction in payments and benefits otherwise providedby their change in control agreements in the event that Clear Channel entered into a merger agreement with eitherConsortium 1 or Consortium 2 and the merger (or a superior proposal) was consummated. The agreed uponreductions included the elimination of Mr. L. Lowry Mays’ cash severance payment otherwise due him upon atermination of employment following the merger, a reduction in the severance payment and benefits otherwise dueMessrs. Mark Mays and Randall Mays upon a termination of employment following the merger, the elimination ofthe income tax gross ups otherwise due Messrs. Mark Mays and Randall Mays, and certain other modifications. As aresult of these agreed upon changes, it was estimated, by the disinterested directors based on certain assumptions,

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including among others the timing of the closing, that Clear Channel would realize approximately $300 million insavings, which the disinterested directors expected would enable the potential buyer to offer a higher considerationfor Clear Channel. The disinterested directors expressed their appreciation to the Mayses for these concessions andGoldman Sachs was instructed by the disinterested directors to inform each of Consortium 1 and Consortium 2 ofthese changes so that they could be reflected in their revised proposals. In addition, the deadline for submitting therevised proposals was extended to provide sufficient time to reflect these changes.

The Clear Channel board of directors then received an updated presentation from Goldman Sachs reflecting itsfinal assessment of the strategic alternatives available to Clear Channel. The presentation contained analysesprepared by Goldman Sachs that were substantially similar to those described under “Opinion of Clear Channel’sFinancial Advisor” utilizing then-current data. The Clear Channel directors discussed the presentation and askedquestions of management and conducted a thorough review of each of these alternatives, including the risks andchallenges presented by each alternative; the potential value that each alternative could generate to Clear Channel’sshareholders; the potential disruption to Clear Channel’s existing business plans and prospects occasioned by eachalternative; and the likelihood of successfully executing on such alternatives. Following this presentation the ClearChannel board of directors determined that, depending on receipt of a final proposal from one of the consortium thatwas acceptable to the disinterested directors, a sale of Clear Channel presented the strategic alternative that was inthe best interests of the shareholders. Messrs. Mark, Randall and L. Lowry Mays confirmed that they were preparedto conclude their management arrangements with either consortium if that were the decision of the disinteresteddirectors.

Messrs. Mark, Randall and L. Lowry Mays and B. J. McCombs left the meeting and the disinterested directorscontinued the meeting. Following receipt of the revised proposal from each of Consortium 1 and Consortium 2, thetwo proposals were read to the disinterested directors. Consortium 1 submitted a revised proposal at $36.85 pershare and Consortium 2 submitted a revised proposal at $37.60 per share. In addition, each of the two revisedproposals reflected improvements to the terms of the merger agreement. It was determined by the disinteresteddirectors that the proposal submitted by Consortium 2 represented the most attractive proposal. At the request of thedisinterested directors, Goldman Sachs reviewed with the disinterested directors its financial analysis of the mergerconsideration proposed by Consortium 2 and rendered to the board of directors an opinion, which opinion wassubsequently confirmed in writing, to the effect that, as of that date and based upon and subject to the factors andassumptions set forth in its opinion, the $37.60 per share in cash to be received by the holders of the outstandingshares of Clear Channel common stock (other than holders of Rollover Shares) pursuant to the merger agreementwas fair, from a financial point of view, to such holders.

Prior to approving the execution of definitive agreements, the disinterested directors requested that the specialadvisory committee report to the directors its assessment of the fairness of the terms of the proposed merger withConsortium 2 to Clear Channel’s unaffiliated shareholders. The meeting of the board was then recessed and thespecial advisory committee convened separately with Sidley, Lazard and Watson Wyatt. At the meeting of thespecial advisory committee, the special advisory committee requested that Lazard render an opinion as to whetherthe financial consideration to be received by Clear Channel shareholders in the proposed merger with entitiessponsored by Consortium 2 was fair from a financial point of view to Clear Channel shareholders (other than ClearChannel, Merger Sub, any holder of Rollover Shares and any shareholder who is entitled to demand and properlyperfects appraisal rights). Lazard delivered to the special advisory committee an oral opinion, which wassubsequently confirmed by a written opinion dated November 16, 2006, that, as of such date and based uponand subject to the factors and assumptions set forth in its written opinion, the consideration to be received by theholders of Clear Channel’s common stock in the proposed merger was fair, from a financial point of view, to suchholders (other than Clear Channel, Merger Sub, any holder of Rollover Shares and any shareholder who is entitled todemand and properly perfects appraisal rights). Watson Wyatt advised the special advisory committee that themodified management arrangements conformed more closely in design and amount to benchmarks (except withrespect to Mr. L. Lowry Mays, whose amended arrangement was more favorable to Clear Channel than a standardarrangement). Watson Wyatt confirmed their report that buyouts for the full amount of existing severancearrangements are typical in leveraged buyout transactions, the proposed award of restricted stock to Messrs. MarkMays and Randall Mays was in an amount consistent with a buyout of the modified severance arrangements and theproposed equity pool for management in the modified arrangements was within benchmark ranges.

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After additional discussion and deliberation with its advisors, the special advisory committee determined thatthe terms of the proposed merger with entities sponsored by Consortium 2 was fair to Clear Channel’s unaffiliatedshareholders.

Following the meeting of the special advisory committee, the directors (excluding Messrs. Mark, Randall andL. Lowry Mays and B. J. McCombs) reconvened, and the chair of the special advisory committee reported to thedisinterested directors as a whole its assessment as to fairness. The Clear Channel board of directors, by theunanimous vote of the disinterested directors, determined that the merger is advisable and in the best interests ofClear Channel and its shareholders, approved the merger and the merger agreement and resolved to recommend tothe shareholders of Clear Channel approval of the merger and approval and adoption of the merger agreement.

After the meeting was adjourned, Clear Channel, the Fincos and Merger Sub executed the merger agreementand issued a press release announcing the merger.

Following the execution of the merger agreement, Goldman Sachs began the process of contacting privateequity firms and strategic buyers that might be interested in exploring a transaction with Clear Channel. Of the 22parties contacted during the 21-day post-signing go-shop period, including 16 potential strategic buyers and 6private equity firms (2 of which had previously been contacted, but had not entered into confidentiality agreements),none submitted a proposal to pursue a transaction with Clear Channel. Accordingly, on December 8, 2006, ClearChannel notified the Fincos that Clear Channel had not received any proposals that would qualify as an “ExcludedCompeting Proposal” for purposes of the solicitation provisions of the merger agreement.

During the period between January and March 2007, Messrs. Mark and Randall Mays together with Alan Feld,Clear Channel’s lead director, and Perry J. Lewis, the Chairman of the special advisory committee, met with severalof Clear Channel’s institutional shareholders to provide them more detail regarding the board’s process that led to itsdetermination to recommend the merger. During these meetings, some of Clear Channel’s institutional shareholdersindicated that they intended to vote against the merger proposal and expressed the view that the mergerconsideration of $37.60 per share was not sufficient to obtain their vote.

At a meeting held on March 13, 2007, Clear Channel’s board of directors, with Messrs. Mark P. Mays,Randall T. Mays, L. Lowry Mays and B. J. McCombs recusing themselves, rescheduled the special meeting ofshareholders to April 19, 2007 and set a new record date for shareholders entitled to vote at the special meeting ofMarch 23, 2007. In making that determination, the Clear Channel board considered the substantial trading volumein Clear Channel’s shares of common stock since the original record date for the special meeting, and as the originalrecord date no longer reflected Clear Channel’s then current shareholder base, determined to set a new record date tobetter align the economic and voting interests of all shareholders.

On April 12, 2007, Ropes & Gray, on behalf of the Fincos, requested in writing to the Clear Channel board thatpursuant to the terms of the merger agreement, Clear Channel reconfirm to Clear Channel’s shareholders itsrecommendation to vote in favor of approval and adoption of the merger agreement and the merger.

On April 13, 2007, the Fincos provided to Clear Channel board of directors a letter indicating their willingnessto discuss a proposal to amend the merger agreement. The proposal reflected a change in the merger considerationto include $38.50 per share, the opportunity for each shareholder, in that shareholder’s sole discretion, to receive the$38.50 in either, or a combination of, cash and/or shares of stock in the surviving corporation (up to an aggregate capon the number of shares of stock equivalent to 10% of the outstanding shares immediately following the merger) anda “contingent value right,” or CVR, providing for a right to receive contingent cash payments in certaincircumstances. Specifically, the CVR would provide that the shareholders would receive in installments(i) following the closing of the merger, within 10 business days following the availability of certain financialstatements covering the period through closing, (ii) in 2009, 50% of the net proceeds (net of expense, reserves, andcertain other costs and taxes) received by Clear Channel from the sale of certain non-core radio and television assetsin excess of $2.0 billion, and (iii) in 2010 an additional amount per share if the compounded annual growth rate(“CAGR”) of Clear Channel’s radio business for the period from January 1, 2006 through December 31, 2009 is 2%or higher. In the latter case, if the CAGR for Clear Channel’s radio business for this period was less than 2%, noadditional amount would be paid under the CVR; if the CAGR for Clear Channel’s radio business for his period wasequal to or greater than 2% (but less than 3%), an additional $1.00 per share would be paid to Clear Channel

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shareholder; and if the CAGR for Clear Channels radio business for this period was greater than 3%, an additional$2.00 per share would be paid to Clear Channel’s shareholders. The proposal also included proposed additionaltermination fees payable by Clear Channel in certain circumstances, as follows: (x) in the event that Clear Channel’sshareholders did not approve the merger at the special meeting, Clear Channel would be required to pay to theFincos $75 million in lieu of any expense reimbursement (which under the original merger agreement and under themerger agreement is capped at $45 million) and (y) in the event that the merger agreement was terminated and aCompeting Proposal was consummated with one of the parties contacted during the auction process or the go-shopperiod within 12 months thereafter, Clear Channel would be required to pay a termination fee to the Fincos in theamount of $600 million. The proposal made by the Fincos provided that it would terminate automatically in theevent that Clear Channel made any public disclosure of its terms.

On that same day, Clear Channel’s board of directors convened a special meeting by telephone, which wasattended by representatives of Akin Gump and Goldman Sachs. Present at the meeting were each of the directors(other than Ms. Phyllis Riggins and Mr. J.C. Watts). Representatives of Goldman Sachs summarized the financialterms of the proposal received from the Fincos. Representatives of Akin Gump addressed certain legal matters,including the fiduciary duties of the board of directors. They further explained that if the Clear Channel board wereto accept the proposal, the timing of the special meeting could be delayed by as much as 90 days in order to allowClear Channel an opportunity to prepare, file and process a registration statement with the Securities and ExchangeCommission and distribute it to Clear Channel’s shareholders. Management reported that, after consulting withrepresentatives of Goldman Sachs, the value of the CVR is highly uncertain given the nature of the minimumthresholds for any future payments. Management noted that its current estimates indicated that the net proceedsfrom non-core radio and TV assets (as these terms were defined in the Fincos’ proposal) would not exceed$2.0 billion and that analyst estimates for growth in the radio industry are uncertain. The Clear Channel boardrequested Goldman Sachs to prepare a financial analysis regarding the proposal and adjourned the meeting toApril 15, 2007. Each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs then excusedthemselves from the meeting. The disinterested directors continued their deliberations.

A special meeting of Clear Channel board of directors was held by telephone on April 15, 2007 (attended byeach of the directors other than Mr. B. J. McCombs and Ms. Phyllis Riggins), and was also attended byrepresentatives of Akin Gump and Goldman Sachs. Management reviewed and discussed its revised forecastswith Clear Channel’s board of directors. Representatives of Goldman Sachs made a presentation to Clear Channel’sboard of directors regarding an analysis of the financial terms of the proposed amendment to the merger agreementand an updated financial analysis of the strategic alternatives available to Clear Channel, including a separation ofClear Channel Outdoor, a recapitalization and special dividend. The presentation contained analyses prepared byGoldman Sachs that were substantially similar to those described under “Opinion of Clear Channel’s FinancialAdvisor” utilizing then-current data. The directors discussed the presentation and asked questions of managementand conducted a thorough review of each of these alternatives, including the risks and challenges presented by eachalternative; the potential value that each alternative could generate to Clear Channel’s shareholders; the potentialdisruption to Clear Channel’s existing business plans and prospects occasioned by each alternative; and thelikelihood of successfully executing on each alternative.

Following this presentation, each of Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays then excusedthemselves from the meeting and the disinterested directors continued their deliberations. Following discussion, thedisinterested directors directed Goldman Sachs to inform the Fincos that the board was concerned about the delaysthat would be attendant to their proposal and that they strongly favored an all cash offer, which should be increasedfrom $38.50 per share in light of the expressed opposition of certain of Clear Channel’s shareholders.

On April 16, 2007, a special meeting of the board of directors was held by telephone, which was also attendedby representatives of Akin Gump and Goldman Sachs. Representatives of Goldman Sachs reported to ClearChannel’s board of directors on Goldman Sachs’ discussion with the Fincos following the meeting of the board ofdirectors held on April 15, 2007. Goldman Sachs reported that the Fincos had indicated they would take underconsideration the request that the offer be converted to an all cash offer. Goldman Sachs also reported that the Fincoshad requested that the board of directors respond to the other terms of the proposal, including the changes to thetermination fee provisions. Following a discussion among Clear Channel’s directors, Goldman Sachs was instructed

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to inform the Fincos that the Clear Channel board of directors strongly preferred an increased all-cash offer and thatthe board was not agreeable to any change in the termination fees.

On April 17, 2007, the Fincos submitted to Clear Channel’s board of directors a revised written proposal toamend the merger agreement. The revised proposal reflected an all-cash merger consideration of $39.00 per share.The revised proposal also included proposed changes in termination fees payable by Clear Channel in certaincircumstances, as follows: (i) in the event that Clear Channel’s shareholders did not approve the merger at thespecial meeting, Clear Channel would be required to pay to the Fincos $60 million in lieu of any expensereimbursement (which under the original merger agreement and under the merger agreement is capped at$45 million) and (ii) in the event that the merger agreement was terminated for any reason other than a willfulbreach by the Fincos and Clear Channel executed a definitive agreement with respect to or consummated aCompeting Proposal with one of the parties contacted during the auction process or the go-shop period within12 months thereafter, Clear Channel would be required to pay a termination fee to the Fincos in the amount of$500 million.

On April 17, 2007, the Clear Channel board of directors convened a special meeting by telephone, which alsowas attended by representatives of Akin Gump and Goldman Sachs. Present at the meeting were each of ClearChannel directors. Goldman Sachs discussed with the board of directors the terms of the written proposal submittedby the Fincos. Following the discussion, each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J.McCombs then excused themselves from the meeting and the disinterested directors discussed the revised writtenproposal. The disinterested directors directed Goldman Sachs to inform the Fincos that the board was not agreeableto the $60 million fee payable in the event the shareholders failed to approve the merger but, in consideration of theincrease in the merger consideration, would accept an additional fee of $100 million in the event that the mergeragreement was terminated and a Competing Proposal was consummated with one of the parties contacted during theauction process or the go-shop period within 12 months thereafter. The special meeting was adjourned to enableGoldman Sachs to discuss the board’s proposal with the Fincos.

Later on that same date, the Clear Channel board of directors re-convened the special meeting by telephone.Goldman Sachs reported that the Fincos had revised their proposal further, indicating that it was their best and finalproposal. The revised proposal was presented in the form of an amendment to the merger agreement, which in itsfinal form is referred to in this proxy statement/prospectus as Amendment No. 1. The revised proposal reflected anall-cash merger consideration of $39.00 per share. The revised proposal also included a proposed change intermination fees payable by Clear Channel in the event that the merger agreement was terminated for any reasonother than a willful breach by the Fincos and Clear Channel executed a definitive agreement with respect to orconsummated a Competing Proposal with one of the parties contacted during the auction process or the go-shopperiod, or their affiliates, within 12 months thereafter. In this event, Clear Channel would be required to pay atermination fee to the Fincos in the amount of $200 million. Representatives of Akin Gump reviewed with ClearChannel’s board of directors its fiduciary duties in the context of a review of the proposed amendment to the originalmerger agreement. Representatives of Goldman Sachs outlined for Clear Channel’s board of directors an analysis ofthe financial terms of the proposed amendment to the original merger agreement. The directors discussed theanalysis and asked questions of management. The Clear Channel directors reviewed their deliberations anddiscussion of the other strategic alternatives available to Clear Channel at the prior meetings and asked questions ofGoldman Sachs and management.

Following these discussions, each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays andB. J. McCombs then excused themselves from the meeting and the disinterested directors continued theirdeliberations. Goldman Sachs then delivered to Clear Channel’s board of directors its oral opinion (subsequentlyconfirmed in writing), that as of the date of its opinion, and based upon and subject to the factors and assumptionstherein, the consideration of $39.00 per share in cash to be received by the holders of the outstanding shares of ClearChannel’s common stock (other than the Rollover Shares) pursuant to the merger agreement was fair from afinancial point of view to such holders.

In connection with the execution of the original merger agreement, the disinterested members of ClearChannel’s board of directors formed a special advisory committee comprised of three disinterested and independentmembers of the board, with the purpose of providing its assessment as to the fairness of the terms of the original

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merger agreement and to provide its assessment in the event Clear Channel receives a Competing Proposal. Thespecial advisory committee was not requested by the independent directors to separately assess the proposedamendment, as the amendment does not constitute a Competing Proposal. As a consequence, Lazard, financialadvisor to the special advisory committee, was not requested to provide an opinion with respect to the proposedamendment.

Clear Channel’s board of directors (excluding Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays andB. J. McCombs who had recused themselves from the deliberations) then considered the proposed amendment tothe merger agreement and the transactions contemplated thereby and approved and adopted Amendment No. 1.Clear Channel’s board of directors then determined that, subject to the execution of the amendment to the mergeragreement, the special meeting be rescheduled and held on May 8, 2007 to allow Clear Channel’s shareholdersentitled to vote at the special meeting additional time to consider the amendment to the merger agreement and theinformation in this supplement and in the proxy statement.

On April 18, 2007, Clear Channel, Merger Sub and the Fincos executed the amendment to the mergeragreement and issued a press release announcing the amendment to the merger agreement.

During the period from April 18, 2007 through May 2, 2007, two of the country’s leading institutional proxyadvisor services, Institutional Shareholder Services and Glass Lewis & Co., recommended against the mergertransaction, stating that the $39.00 per share purchase price was too low. Further, the Clear Channel board continuedto receive proxies in response to its proxy solicitation; which by May 2, 2007 reflected a vote against the merger ofmore than the required 1/3 of the outstanding shares necessary to defeat the merger proposal.

There were no substantive discussions regarding the terms of the proposed merger between the board ofdirectors and the Fincos after April 18, 2007 until the board of directors received from the Fincos on May 2, 2007 aterm sheet contemplating a change in the terms and structure of the merger agreement. The term sheet contemplated(i) an increase in the merger consideration to be paid to unaffiliated shareholders from $39.00 to $39.20 per shareand (ii) the opportunity for each shareholder to elect between cash and stock in the surviving corporation in themerger (up to an aggregate cap equivalent to 30% of the outstanding capital stock and voting power immediatelyfollowing the merger). Under this proposal, each of L. Lowry Mays, Mark Mays and Randall Mays (and theiraffiliates) and each director of Clear Channel would be entitled to receive $37.60 per share in cash for each share ofcommon stock (and options) held by them (or in the case of a rollover, shares with a value of $37.60 per share), inlieu of the $39.20 per share and the election set forth above.

On May 3, 2007, the Clear Channel board of directors convened a special meeting by telephone, which alsowas attended by representatives of Akin Gump and Goldman Sachs. Present at the meeting were each of the ClearChannel directors. Representatives of Akin Gump reviewed with Clear Channel’s board of directors its fiduciaryduties in the context of a review of the term sheet. Goldman Sachs summarized for the board of directors the termsreflected on the term sheet submitted by the Fincos. Following the discussion, each of Messrs. Mark P. Mays,Randall T. Mays, L. Lowry Mays and B. J. McCombs then recused themselves from the meeting and thedisinterested directors discussed the proposed term sheet. During the discussion it was noted that acceptance of theproposal would result in a delay in the special meeting to consider the merger, then scheduled for May 8, 2007, by asmuch as 90 days in order to allow parties an opportunity to prepare, file and process a registration statement with theSecurities and Exchange Commission and distribute it to Clear Channel’s shareholders.

The disinterested directors then determined not to accept the new terms and structure submitted by the Fincos.In doing so, the disinterested directors noted that the increase in merger consideration was only 0.5% more thancurrently provided for and the change in structure would require a delay in the date of the special meeting of up to90 days with no material increase in certainty that the transaction would be approved by Clear Channel’sshareholders. Further, it was noted that, since the announcement on April 18, 2007 of the increase in mergerconsideration from $37.60 to $39.00 per share, significant shareholders of Clear Channel (including the HighfieldsFunds) had privately or publicly made known their opposition to the merger at $39.00 per share and their lack ofinterest in shares of capital stock of the surviving corporation following the merger; two of the country’s leadinginstitutional proxy advisory services, Institutional Shareholder Services and Glass Lewis & Co., had recommendedagainst the merger transaction, stating that the $39.00 per share purchase price is too low; and tabulated proxiesreceived by the Clear Channel board of directors reflected at the time of the meeting a vote against the merger of

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more than the required 1/3 of the outstanding shares necessary to defeat the merger proposal. The board decided toconvene the special meeting of shareholders scheduled to take place on May 8, 2007 and allow the shareholders tovote on the existing merger proposal.

Between May 3, 2007 and May 7, 2007, the Fincos engaged in discussions with the board of directors and itsrepresentatives regarding the terms summarized in the term sheet submitted on May 2, 2007. In addition, a numberof shareholders of Clear Channel, including some of its largest shareholders, contacted members of the board ofdirectors and requested the board to delay the date of the special meeting to provide the shareholders an opportunityto consult with the board on the proposed change in structure and terms. At a meeting convened on May 7, 2007 bytelephone, the board of directors (with L. Lowry Mays, Mark Mays, Randall Mays and B.J. McCombs recused fromthe vote), determined to reschedule the special meeting to May 22, 2007 at 8:00 a.m., Central Daylight Time, toallow the board of directors sufficient time to complete its discussions with the Fincos, consult with its significantshareholders and further develop the Fincos’ proposal to issue “stub equity” in the merger.

During the period from May 7, 2007 through May 17, 2007, members of the board of directors had discussionswith the most significant shareholders of Clear Channel (in terms of holdings), including a majority of the tenshareholders with the largest holdings. In these discussions, a substantial majority of these shareholders requestedthat the board of directors negotiate a stock election as part of the merger terms and submit the revised structure tothe shareholders for a vote. This was the first time that the board received communications from a broad group of itsshareholders expressing a willingness to consider a stock election. The Highfields Funds had previously rejected asuggestion that certain institutional shareholders be given an opportunity to rollover shares of Clear Channelcommon stock into Holdings and other large shareholders had expressed a lack of interest in a public equity stub.The Highfields Funds and some of these other shareholders were among the shareholders who now requested theboard of directors to negotiate a stock election to be made available to all shareholders. These shareholders did notstate definitively their reasons for a change of opinion with respect to a stock election; however, some shareholdersdisclosed to members of the board of directors and management that they viewed certain terms included in theMay 2, 2007 term sheet as favorable, including the size of the stock election, the limitations on the fees to be paid tothe Fincos in the merger, the limitations on affiliate transactions and the inclusion of independent directors on theboard of directors of Holdings. During this period Akin Gump and Ropes & Gray negotiated the terms of a proposedform of Amendment No. 2 to the merger agreement. Key terms addressed in these negotiations included theorganizational structure of the buying group, terms of the stock election, the treatment of shares of common stockand options to purchase common stock held by members of the board of directors, limitations on the fees payable tothe Fincos and their affiliates in connection with the merger and the inclusion of at least two independent directorson the board of directors of Holdings following the merger. The board of directors met on May 14, 2007 to receivean update on the status of discussions with shareholders and the Fincos and its counsel on the form of amendment.

On May 17, 2007, the Clear Channel board of directors convened a special meeting by telephone, at whicheach of the directors was present. Representatives of Akin Gump and Goldman Sachs were also present.Goldman Sachs and Akin Gump summarized the terms of a proposed amendment to the merger agreement,which we refer to as Amendment No. 2 in this proxy statement/prospectus and the history of the negotiations on theterms of the amendment. Certain members of the board of directors summarized various conversations that werehad with various shareholders of Clear Channel, including some of its largest shareholders, in which a substantialmajority of such shareholders requested the board of directors to amend the merger proposal to include a stockelection and submit the revised terms to the shareholders for a vote. The breadth of shareholder support for such anamendment was sufficient to overcome the prior concerns regarding the delay in the vote that would result in adetermination to include a stock election in the terms of the merger.

Pursuant to the proposed Amendment No. 2, at the effective time of the merger, each outstanding ClearChannel Common Stock and Net Electing Option Shares, other than shares owned by Clear Channel, Merger Sub,the Fincos, Holdings, any shareholders who are entitled to and who properly exercise appraisal rights under Texaslaw and by the holders of certain securities that will be “rolled-over” into securities of Holdings, will be cancelledand converted into the right to receive $39.20 in cash plus the Additional Consideration.

As an alternative to receiving the $39.20 per share cash consideration, Clear Channel’s unaffiliated shareholdersand optionholders would be offered the opportunity to exchange up to approximately 30,612,245 shares of outstanding

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Clear Channel common stock and Net Electing Option Shares in the aggregate for an equal number of shares ofHoldings Class A common stock (representing approximately 30% of the outstanding capital stock and voting powerof Holdings immediately following the merger). In addition, no Clear Channel shareholder would be allocated anumber of shares of Holdings Class A common stock representing more than 9.9% of the outstanding common stockof Holdings immediately following the merger. The proposed Amendment No. 2, as presented to the board of directorsof Clear Channel, included the other terms and conditions summarized in this proxy statement/prospectus.

Representatives of Akin Gump reviewed with Clear Channel’s board of directors its fiduciary duties in thecontext of a review of the proposed Amendment No. 2. In particular, they reported that, under Texas law, the boardof directors may submit a merger proposal to its shareholders without a recommendation or, if submitted with arecommendation, may qualify that recommendation in any manner the board determines.

Representatives of Goldman Sachs made a presentation to Clear Channel’s board of directors regarding ananalysis of the financial terms of the proposed cash consideration of $39.20 per share that holders of Public Sharescould elect to receive pursuant to the proposed Amendment No. 2. As part of that presentation, Goldman Sachsstated that it would not be expressing any opinion as to the value of the Holdings Class A common stock or the pricesat which the Holdings Class A common stock may trade if and when they are issued or whether any market woulddevelop for the Holding Class A common stock. During the discussion that followed, the board of directors notedthe risks associated with the Holdings Class A common stock and the likely reduced liquidity in the stock comparedto that currently available to shares of Clear Channel common stock. Further, the board of directors took note of thefact that, under the proposal, each shareholder could elect to receive the Cash Consideration and any Stock Electionwould represent a voluntary investment decision by the shareholder so electing and that the Stock Election isresponsive to those shareholders that have expressed a desire to retain an equity position in the surviving corporationfollowing the merger.

Following these discussions, each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays andB. J. McCombs then recused themselves from the meeting and the disinterested directors continued theirdeliberations. Goldman Sachs then delivered to Clear Channel’s board of directors its oral opinion (subsequentlyconfirmed in writing), that as of the date of its opinion, and based upon and subject to the factors and assumptionstherein, the Cash Consideration of $39.20 per share that holders of Public Shares can elect to receive pursuant to themerger agreement was fair from a financial point of view to such holders.

In connection with the execution of the original merger agreement, the disinterested members of ClearChannel’s board of directors formed a special advisory committee comprised of three disinterested and independentmembers of the board, with the purpose of providing its assessment as to the fairness of the terms of the originalmerger agreement and to provide its assessment in the event Clear Channel receives a Competing Proposal. Thespecial advisory committee was not requested by the independent directors to separately assess the proposedAmendment No. 2, as the amendment does not constitute a Competing Proposal. As a consequence, Lazard,financial advisor to the special advisory committee, was not requested to provide an opinion with respect to theproposed amendment.

Clear Channel’s board of directors (excluding Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays andB. J. McCombs who had recused themselves from the deliberations) then considered the proposed AmendmentNo. 2 and the transactions contemplated thereby and approved and adopted Amendment No. 2. Following adiscussion of the Goldman Sachs presentation and the proposed amendment, Clear Channel’s Board of Directors:

• determined that the merger agreement and the merger are advisable and in the best interest of ClearChannel’s shareholders;

• approved and adopted the merger agreement and the merger; and

• unanimously recommended that Clear Channel’s shareholders approve and adopt the merger agreement andthe merger.

The recommendation of the board of directors is limited to the Cash Consideration to be received byshareholders in the merger. The board of directors makes no recommendation as to whether any shareholder shouldmake a Stock Election and makes no recommendation regarding the Class A common stock of Holdings.

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Clear Channel’s board of directors then determined to cancel the special meeting of shareholders scheduled onMay 22, 2007 to allow management time to prepare, file and process this proxy statement/prospectus.

Reasons for the Merger

Determination of the Board of Directors

After careful consideration, the Clear Channel board of directors, by a unanimous vote of the disinteresteddirectors (i) determined that the merger is advisable and in the best interests of Clear Channel and its unaffiliatedshareholders, (ii) approved, adopted and declared advisable the merger agreement and the transactions contem-plated thereby, (iii) recommended that the shareholders of Clear Channel vote in favor of the merger and directedthat such matter be submitted for consideration of the shareholders of Clear Channel at the special meeting (exceptthat the board of directors did not, and will not, make any recommendation to the shareholders with respect to theStock Consideration) and (iv) authorized the execution, delivery and performance of the merger agreement and thetransactions contemplated by the merger agreement. The board of directors’ recommendation is based on theCash Consideration to be received by shareholders in the merger. The board of directors makes norecommendation as to whether any shareholder should make a Stock Election and makes no recommen-dation regarding the Class A common stock of Holdings. In so limiting its recommendation, the board ofdirectors noted that all Clear Channel shareholders have the right to receive the Cash Consideration (which providescertainty of value) for all of their shares and the Stock Election was negotiated in order to be responsive to thoseshareholders that had expressed a desire to retain an equity interest in Clear Channel. A shareholder’s election toretain an equity interest in Clear Channel by making a Stock Election, however, would represent a purely voluntaryinvestment decision on the part of the shareholder and no shareholder is required to retain an equity interest in ClearChannel. In considering the recommendation of the Clear Channel board of directors with respect to the mergeragreement, you should be aware that some of Clear Channel’s directors and executive officers who participated inmeetings of the board of directors have interests in the merger that are different from, or in addition to, the interestsof Clear Channel’s shareholders generally. See “The Merger — Interests of Clear Channel’s Directors andExecutive Officers in the Merger” beginning on page 89.

In reaching its decisions Clear Channel’s board of directors consulted with its financial and legal advisors, andconsidered a number of factors, including, but not limited to, those set forth below:

• The Clear Channel board of directors’ familiarity with the business, financial condition, results ofoperations, prospects and competitive position of Clear Channel, including the challenges faced by ClearChannel and other risks inherent in achieving Clear Channel’s plans including the risks described in “RiskFactors — Risks Relating to Clear Channel’s Business” beginning on page 24. Included among thechallenges and risks considered by the Clear Channel board of directors were the following: the intensecompetition in the industries in which Clear Channel competes and the fact that Clear Channel may not beable to maintain or increase its current audience ratings or advertising and sales revenues; and the potentialnegative impact on Clear Channel’s overall revenues and profit margins in the event of unfavorableeconomic conditions, shifts in population and other demographics, increased levels of competition foradvertising dollars, unfavorable fluctuations in operating costs, technological changes and innovation thatare occurring in Clear Channel’s industries or unfavorable changes in labor conditions or governmentalregulations and policies.

• The judgment of the disinterested directors regarding the prospects of Clear Channel based on its current andhistorical performance, management’s projections, the uncertainties regarding industries in which ClearChannel operates and the risks inherent in achieving management’s projections, varying public growthforecasts for the radio industry as a whole and the difficulty of accurately predicting growth in the industry inlight of technological changes and the growth of competitive formats. Clear Channel’s board of directorsconcluded that, in light of the foregoing and the risks and challenges described in the immediately precedingparagraph and the inherent nature of projections, Clear Channel’s ability to achieve management’s pro-jections is inherently uncertain.

• The results of the Clear Channel board of directors’ review, with the assistance of Goldman Sachs, of thestrategic alternatives available to Clear Channel, including the board of directors’ assessment of the risks and

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challenges presented by each alternative; the potential value that each alternative could generate to ClearChannel’s shareholders; the potential disruption to Clear Channel’s existing business plans and prospectsoccasioned by each alternative; and the likelihood of successfully executing each such alternative. Thestrategic alternatives reviewed, in addition to a leveraged buy-out transaction, were the spin-off of ClearChannel Outdoor, a recapitalization combined with a special dividend, continued pursuit of existing businessplans and prospects, the sale of non-core radio and television assets and combinations of the foregoing. Inconducting this review, the board of directors gave consideration to management’s projections, the financialanalyses prepared by Goldman Sachs (which included indicative values for the Clear Channel common stockgreater than the indicative values resulting from the comparable financial analyses delivered by GoldmanSachs to the board of directors in connection with Goldman Sachs’ prior opinions dated November 16, 2007and April 18, 2007) and other information considered relevant by the board of directors. After givingconsideration to management’s projections, the financial analyses provided by Goldman Sachs (whichincluded indicative values for the Clear Channel common stock greater than the indicative values resultingfrom the comparable financial analyses delivered by Goldman Sachs to the board of directors in connectionwith Goldman Sachs’ prior opinions dated November 16, 2007 and April 18, 2007) and the other informationavailable to it, Clear Channel’s board of directors concluded that, while some of the strategic alternativesconsidered had the potential of resulting in superior values if management’s projections and theoreticalfuture trading values were achieved or exceeded, in light of the uncertainties and risks of achieving both ofthese results, the merger represented the best of the alternatives available at the time.

• The prior strategic initiatives implemented by Clear Channel, including the initial public offering ofapproximately 10% of the common stock of Clear Channel Outdoor, the 100% spin-off of Live Nation, a$1.6 billion return of capital to Clear Channel’s shareholders in the form of stock repurchases and a 50%increase in Clear Channel’s regular quarterly dividend, which had failed to increase the market price of ClearChannel common stock to a level reflective of the value of Clear Channel’s businesses.

• The fact that Clear Channel, with the assistance of its advisors, had conducted a wide-ranging process tosolicit indications of interest in a transaction, including (i) the public announcement on October 25, 2006 ofits intention to evaluate strategic alternatives, (ii) the execution of nine confidentiality agreements, (iii) thereceipt of preliminary indications of interest from four consortia of private equity firms, (iv) active duediligence and management interviews by three consortia of private equity firms, (v) the conduct ofdiscussions and negotiations with consortia of private equity firms and (vi) the receipt of two definitiveproposals to acquire Clear Channel, as described under “The Merger — Background of the Merger.”

• The fact that during the 21-day period following the execution of the merger agreement, Goldman Sachscontacted a total of 22 potential buyers that might be interested in exploring a transaction with Clear Channelnone of whom submitted a proposal to pursue a transaction with Clear Channel.

• The opinion dated May 17, 2007 of Goldman Sachs to the Clear Channel board of directors, to the effect thatas of that date, and based upon and subject to the factors and assumptions set forth therein, the cashconsideration of $39.20 per Public Share that the holders of Public Shares can elect to receive pursuant to themerger agreement was fair from a financial point of view, to such holders as described under “Opinion ofClear Channel’s Financial Advisor.” Clear Channel’s board of directors was aware that a portion of GoldmanSachs’ fees is contingent upon the closing of the merger and that Goldman Sachs recently provided orcurrently provides services to THL Partners, Bain and their respective affiliates. Clear Channel’s board ofdirectors concluded that these factors did not materially detract from its reliance upon Goldman Sachs’opinion. The full text of the Goldman Sachs opinion is attached to this proxy statement/prospectus asAnnex E.

• The current and historical market prices of Clear Channel’s common stock and the premium over the recenthistorical market prices of Clear Channel’s common stock reflected in the $39.20 price per share, a premiumof approximately 21.7% above the closing trading price of Clear Channel common stock on October 24,2006, the day prior to the announcement of Clear Channel’s decision to consider strategic alternatives, apremium of approximately 30.7% above the average closing price of Clear Channel common stock duringthe 30 trading days ended October 24, 2006, a premium of approximately 33.9% above the average closing

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price of Clear Channel common stock during the 60 trading days ended October 24, 2006, and a premium ofapproximately 17.9% over the average closing trading price of Clear Channel common stock over the oneyear period ended May 25, 2007.

• The fact that the $39.20 price per share reflected the highest firm proposal received from all parties contactedin soliciting indications of interest under the process discussed above.

• The Debt Commitment Letter indicated a strong commitment on the part of the lenders with few conditionsthat would permit the lenders to terminate their commitments which the Clear Channel board of directorsbelieved increased the likelihood that Holdings would be able to obtain the financing necessary to completethe merger.

• The terms of the merger agreement and the related agreements, including:

1. A 21-day post-signing go-shop period, during which Clear Channel may solicit additional interestin transactions involving Clear Channel, and after such 21-day period, continue discussions with certainpersons under certain circumstances for an additional 29 days;

2. Clear Channel’s ability after the go-shop period, under certain other limited circumstances, tofurnish information to and conduct negotiations with third parties regarding other proposals;

3. the fact that the merger agreement permits Clear Channel to respond to Competing Proposals, andupon payment of a fee of $500 million ($300 million during the go-shop period), to accept a proposal thatClear Channel’s board of directors determines to be superior to the terms of the merger agreement and thetransactions contemplated thereby, under certain circumstances as more fully described under “The MergerAgreement — Solicitation of Alternative Proposals”;

4. the limited number and nature of the conditions to funding set forth in the Debt Commitment Letterand the obligation of the buyer to use its reasonable best efforts (1) to obtain the debt financing and (2) if thebuyer fails to effect the closing because of a failure to obtain the debt financing, to pay Clear Channel a$500 million termination fee;

5. the provisions of the merger agreement that allow Clear Channel’s board of directors, under certaincircumstances, to change its recommendation that Clear Channel’s shareholders vote in favor of theapproval and adoption of the merger agreement which would permit Clear Channel, in such circumstances,to pursue strategic alternatives;

6. the limited number and nature of the conditions which must be satisfied prior to the consummationof the merger under the merger agreement, including the absence of a financing condition which the boardbelieved increased the likelihood that the merger could be completed;

7. the fact that Clear Channel will be entitled to a termination fee of $600 million, in certaincircumstances, if the merger agreement is terminated due to the failure to receive the requisite regulatoryapprovals prior to a specified date provided that all other conditions to Merger Sub’s obligations toconsummate the merger have been satisfied which fee would mitigate the costs and time commitment ofmanagement and incentivise the Sponsors to complete the merger process; and

8. the fact that the Sponsors have agreed not to syndicate equity interests in Merger Sub to other privateequity firms that executed confidentiality agreements prior to the signing of the merger agreement.

• The modifications to the employment agreements of Messrs. Mark, Randall and L. Lowry Mays, includingthe agreement that the proposed transaction would not be deemed a change of control under theiremployment agreements which had the effect of lowering the expenses triggered by the merger and thuspotentially increasing the merger consideration that could be negotiated with the Sponsors.

• The several limited guarantees provided by the Sponsors and the respective representations, warranties andcovenants of the parties.

• The understanding of the directors, after consulting with their financial and legal advisers, that thetermination fee of $500 million ($300 million if the termination occurs during the go-shop period) to be

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paid by Clear Channel if the merger agreement is terminated under certain circumstances, was reasonable,customary and not preclusive.

• The fact that Clear Channel shareholders have the option to receive an equity interest in Holdings followingthe proposed transaction and therefore could have the opportunity to participate in a portion potential futuregrowth or earnings of Clear Channel.

• The availability of appraisal rights to Clear Channel’s shareholders who comply with all required proceduresunder Texas law.

• The experience of the Sponsors in completing acquisitions which increases the likelihood that the mergermay be completed.

The board of directors also considered the following potentially negative factors in reaching its decision toapprove, adopt and declare advisable in all respects the merger agreement and the transactions contemplated by themerger agreement:

• The risk that the financing contemplated by the Debt Commitment Letter for the consummation of themerger might not be obtained.

• The fact that the holders who receive Stock Consideration in the merger would be subject to the risks ofHoldings’ operations subsequent to the merger, including:

1. the fact that financing the merger would result in significantly increased levels of debt which wouldincrease interest expense, adversely affect net income, involve more restrictive covenants imposedby financing sources due to increased leverage, require a substantial portion of Clear Channel’s cashflow to be dedicated to the payment of principal, limit liquidity and operational flexibility, limitHoldings’ and Clear Channel’s ability to adjust to changing economic, business and competitiveconditions, and limit the scope and timing of capital expenditures, making Holdings’ and ClearChannel more vulnerable to a downturn in operating performance or a decline in general economicor industry conditions;

2. the fact that shares of Holdings Class A common will not be listed on an exchange and mayexperience reduced trading volume and liquidity and increased volatility; and

3. the fact that entities affiliated with the Sponsors would control Holdings and consequently wouldhave the power to elect all but two of its directors, appoint new management and approve any actionrequiring the approval of the holders of Holdings’ capital stock, including adopting amendments toHoldings’ certificate of incorporation and approving mergers or sales of substantially all ofHoldings or its assets.

• The fact that the merger would be a taxable transaction to the shareholders of Clear Channel with respect tothe cash portion of the consideration.

• The fact that the interests of certain directors and officers of Clear Channel are different in certain respectsfrom the interests of shareholders generally, as described under “The Merger — Interests of Clear Channel’sDirectors and Executive Officers in the Merger,” including potential payments to be made to members ofClear Channel’s management in the transaction.

• The restrictions on the conduct of Clear Channel’s business prior to the consummation of the merger, which,subject to specific limitations, may delay or prevent Clear Channel from taking certain actions during thetime that the merger agreement remains in effect which may adversely affect Clear Channel’s results ofoperations or implementation of strategic business plans, and inhibit Clear Channel’s ability to compete inthe market.

• The requirement that under the terms of the merger agreement, Clear Channel would pay the Fincos atermination fee if it were to terminate the merger agreement to accept a Superior Proposal for the acquisitionof Clear Channel, if the board of directors were to change its recommendation concerning the mergeragreement, and in certain other circumstances (including, in some instances, if shareholders do not vote to

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approve and adopt the merger agreement), and that Clear Channel’s obligation to pay the termination feemight discourage other parties from proposing a business combination with, or an acquisition of, ClearChannel.

• The fact that Clear Channel is entering into the merger agreement with a newly formed entity withessentially no assets and, accordingly, that its remedy in connection with a breach, even a breach that isdeliberate or willful, of the merger agreement by Merger Sub is limited to a termination fee of $500 million($600 million in certain circumstances if the breach results in a failure to obtain necessary regulatoryconsents).

• The risks and costs to Clear Channel if the merger does not close, including the diversion of management andemployee attention, potential employee attrition and the potential impact on Clear Channel’s businesses.

• The risk that while the merger is expected to be completed, there can be no assurance that all conditions tothe parties’ obligations to complete the merger will be satisfied, and as a result, it is possible that the mergermay not be completed even if approved by Clear Channel’s shareholders.

• The approvals required for consummation of the transaction, including the approval of the FTC or theAntitrust Division of the U.S. Department of Justice under the HSR Act and the FCC Consent, and the timeperiods that may be required to obtain those approvals.

The Clear Channel board of directors considered all of the factors as a whole and the board of directorsunanimously considered the factors in their totality to be favorable to and in support of the decision to approve,adopt and declare advisable in all respects the merger agreement and the transactions contemplated by the mergeragreement and to recommend that Clear Channel’s shareholders approve and adopt the merger agreement.

In view of the variety of factors considered in connection with its evaluation of the merger, the Clear Channelboard of directors did not find it practicable to and did not quantify, rank or otherwise assign relative or specificweight or values to any of these factors. In addition, each individual director may have given different weights todifferent factors.

The foregoing discussion of Clear Channel’s board of directors’ considerations concerning the merger isforward looking in nature. This information should be read in light of the discussions under the heading “CautionaryStatement Concerning Forward-Looking Information.”

Determination of the Special Advisory Committee

On September 25, 2006, the disinterested members of Clear Channel’s board of directors formed a specialadvisory committee comprised of three disinterested and independent members of the board. The special advisorycommittee was formed for the purpose of (i) prior to execution of the original merger agreement, providing itsassessment, after receiving the advice of legal and financial advisors and other experts, as to the fairness of the termsof the original merger agreement, and (ii) following execution of the original merger agreement, in the event ClearChannel receives a Competing Proposal, providing its assessment, after receiving the advice of legal and financialadvisors and other experts, as to the fairness and/or superiority of the terms of the Competing Proposal and thecontinuing fairness of the terms of the original merger agreement. The process for pursuing, and all negotiationswith respect to, the original merger agreement, Amendment No. 1 and Amendment No. 2 (and any other possibletransaction) were not directed by the special advisory committee, but rather were directed by the disinteresteddirectors as a whole. On November 15, 2006, the special advisory committee unanimously determined that theterms of the original merger agreement were fair to Clear Channel’s unaffiliated shareholders.

In reaching its determination, the special advisory committee consulted its legal and financial advisors andother experts and considered a number of factors, including, but not limited to, those positive and potentiallynegative factors set forth in Clear Channel’s proxy statement dated January 29, 2007 under the caption “TheMerger — Reasons for the Merger — Determinations of the Special Advisory Committee and of the Board ofDirectors.” The special advisory committee considered all of the factors as a whole in making its assessment. Inview of the variety of factors considered in connection with its assessment as to fairness, the special advisorycommittee did not find it practicable to and did not quantify, rank or otherwise assign relative or specific weight or

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values to any of these factors. In addition, each individual member of the special advisory committee may havegiven different weights to different factors.

The special advisory committee was not requested by the independent directors to separately assess AmendmentNo. 1 or Amendment No. 2, as neither amendment constitutes a Competing Proposal. As a consequence, Lazard,financial advisor to the special advisory committee, was not requested to provide an opinion with respect to eitherAmendment No. 1 or Amendment No. 2. The special advisory committee did not, and will not, make anydetermination of the fairness of the terms of the merger agreement.

Recommendation of the Clear Channel Board of Directors

After careful consideration Clear Channel’s board of directors by unanimous vote (excludingMessrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs who recused themselves fromthe deliberations):

• determined that the merger is advisable and in the best interests of Clear Channel and its unaffiliatedshareholders;

• approved, adopted and declared advisable the merger agreement and the transactions contemplated by themerger agreement;

• recommended that the shareholders of Clear Channel vote in favor of the merger and directed that suchmatter be submitted for consideration of the shareholders of Clear Channel at the special meeting (exceptthat the board of directors did not, and will not, make any recommendation to the shareholders with respectto the election of the Stock Consideration); and

• authorized the execution, delivery and performance of the merger agreement and the transactions contemplatedby the merger agreement.

The board of directors’ recommendation is limited to the cash consideration to be received by theshareholders in the merger. The board of directors makes no recommendation as to whether any shareholdershould make a Stock Election and makes no recommendation regarding the Class A common stock ofHoldings.

Interests of Clear Channel’s Directors and Executive Officers in the Merger

In considering the recommendation of the Clear Channel board of directors with respect to the merger agreement,you should be aware that some of Clear Channel’s directors and executive officers have interests in the merger that aredifferent from, or in addition to, the interests of Clear Channel’s shareholders generally. These interests, to the extentmaterial, are described below. The Clear Channel board of directors was aware of these interests and considered them,among other matters, in approving the merger agreement and the merger. Additionally, concurrently with theexecution of the merger agreement, the Fincos and each of the members of Clear Channel’s board of directors enteredinto a letter agreement pursuant to which each director has agreed that he or she will not elect to receive the StockConsideration with respect to any and all shares of Clear Channel common stock, Clear Channel restricted stock andClear Channel stock options beneficially held by such director.

Treatment of Clear Channel Stock Options

As of July 27, 2007, there were 6,444,823 outstanding Clear Channel stock options held by Clear Channel’sdirectors and executive officers under Clear Channel’s stock option plans. Of these Clear Channel stock options,2,211,068 have an exercise price below $39.20, and are considered “in the money.” Except as otherwise agreed to bythe Fincos, Holdings, and a holder of Clear Channel stock options, each outstanding Clear Channel stock option thatremains outstanding and unexercised as of the effective time of the merger, whether vested or unvested (except asdescribed below under “Equity Rollover” or which is subject to a valid irrevocable stock election), will automat-ically become fully vested and convert into the right to elect to receive a cash payment equal to the product of (i) theexcess, if any, of the Cash Consideration plus any Additional Consideration over the exercise price per share of theClear Channel stock option and (ii) the number of shares of Clear Channel common stock issuable upon exercise of

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such Clear Channel stock option. As of the effective time of the merger, Clear Channel stock options will no longerbe outstanding and will automatically cease to exist, and the holders thereof will no longer have any rights withrespect to Clear Channel stock options, except the right to receive the cash payment, if any, described in thepreceding sentence.

The following table identifies, for each of Clear Channel’s directors and executive officers, the aggregatenumber of shares of Clear Channel common stock subject to outstanding vested and unvested “in the money”options as of July 27, 2007, the aggregate number of shares of Clear Channel common stock subject to outstandingunvested “in the money” options that will become fully vested in connection with the merger, the weighted averageexercise price and value of such unvested “in the money” options, and the weighted average exercise price and valueof vested and unvested “in the money” options. The information in the table assumes that all options remainoutstanding on the closing date of the merger.

Name

AggregateShares

Subject toOptions

Number ofShares

UnderlyingUnvestedOptions

WeightedAverage

Exercise Priceof Unvested

Options

Value ofUnvestedOptions

WeightedAverage

Exercise Priceof Vested and

UnvestedOptions

Value ofVested andUnvestedOptions

Alan D. Feld. . . . . . . . . . . . . . . 7,833 1,567 $38.08610 $ 1,745 $38.08610 $ 8,725

Perry J. Lewis. . . . . . . . . . . . . . 51,681 1,567 $38.08610 $ 1,745 $30.40824 $ 454,367

L. Lowry Mays . . . . . . . . . . . . . 749,693 — — — $32.43055 $5,075,010

Mark P. Mays . . . . . . . . . . . . . . 499,691 499,691 $32.78604 $3,204,997 $32.78604 $3,204,997

Randall T. Mays . . . . . . . . . . . . 499,691 499,691 $32.78604 $3,204,997 $32.78604 $3,204,997

B. J. McCombs . . . . . . . . . . . . . 38,166 24,267 $32.02353 $ 174,154 $32.91242 $ 239,972

Phyllis B. Riggins . . . . . . . . . . . 7,833 1,567 $38.08610 $ 1,745 $38.08610 $ 8,725

Theodore H. Strauss . . . . . . . . . 7,833 1,567 $38.08610 $ 1,745 $38.08610 $ 8,725

J. C. Watts . . . . . . . . . . . . . . . . 7,833 1,567 $38.08610 $ 1,745 $38.08610 $ 8,725

John H. Williams . . . . . . . . . . . 7,833 1,567 $38.08610 $ 1,745 $38.08610 $ 8,725

John B. Zachry . . . . . . . . . . . . . 22,500 18,000 $31.72000 $ 134,640 $31.72000 $ 168,300

Paul J. Meyer . . . . . . . . . . . . . . — — — — — —

John E. Hogan . . . . . . . . . . . . . 244,268 199,878 $30.28494 $1,781,925 $31.15280 $1,965,673

Herbert W. Hill, Jr. . . . . . . . . . 15,626 11,830 $32.97996 $ 73,583 $33.48541 $ 89,296

Andrew W. Levin . . . . . . . . . . . 40,717 29,807 $32.67544 $ 189,780 $33.35672 $ 237,921

Donald D. Perry . . . . . . . . . . . . 9,870 9,870 $30.72442 $ 83,654 $30.72442 $ 83,654

Treatment of Clear Channel Restricted Stock

As of July 27, 2007, Clear Channel’s directors and executive officers held 1,053,432 shares of Clear Channelrestricted stock. Each share of Clear Channel restricted stock that remains outstanding as of the effective time of themerger, whether vested or unvested (except as otherwise agreed by the Fincos, Holdings, Clear Channel and aholder of Clear Channel restricted stock), will automatically become fully vested and convert into the right toreceive either the Cash Consideration or the Stock Consideration. As of the effective time of the merger, all shares ofClear Channel restricted stock (except as otherwise agreed by the Fincos, Holdings, Clear Channel and a holder ofClear Channel restricted stock and/or as described below under “Equity Rollover”) will no longer be outstandingand will automatically cease to exist, and such directors and executive officers will no longer have any rights withrespect to their shares of Clear Channel restricted stock, except the right to elect to receive either the CashConsideration or the Stock Consideration in respect of each share of Clear Channel restricted stock.

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The following table identifies, for each of Clear Channel’s directors and executive officers, the aggregatenumber of shares of Clear Channel restricted stock held by such director or executive officer as of July 27, 2007 andthe value of these shares of Clear Channel restricted stock that will become fully vested in connection with themerger (except as otherwise agreed by the Fincos, Holdings, Clear Channel and a holder of Clear Channel restrictedstock). The information in this table assumes that all such shares of Clear Channel restricted stock remainoutstanding on the closing date of the merger.

Name

Aggregate Shares ofClear Channel

Restricted Stock

Value of Shares ofClear Channel

Restricted Stock

Alan D. Feld . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,900 $ 309,680

Perry J. Lewis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,900 $ 309,680

L. Lowry Mays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,000 $ 5,370,400

Mark P. Mays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340,000 $13,328,000

Randall T. Mays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340,000 $13,328,000

B. J. McCombs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500 $ 98,000

Phyllis B. Riggins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,500 $ 333,200

Theodore H. Strauss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,900 $ 309,680

J. C. Watts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,900 $ 309,680John H. Williams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,900 $ 309,680

John B. Zachry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500 $ 98,000

Paul J. Meyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,000 $ 470,400

John E. Hogan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,000 $ 4,116,000

Herbert W. Hill, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,750 $ 617,400

Andrew W. Levin. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,932 $ 1,251,734

Donald D. Perry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,750 $ 735,000

Severance

Pursuant to a severance policy adopted by Clear Channel, any corporate officer of Clear Channel (includingexecutive officers) actively employed on November 16, 2006, except for any corporate officer who is collec-tively bargained or party to an employment or other agreement with Clear Channel or any of its subsidiaries thatprovides for severance, who is terminated without “cause” or resigns for “good reason” in the period beginningon November 16, 2006 and ending one year after the effective time of the merger, will be entitled to 18 months ofhis or her “base pay” plus 18 months of his or her “monthly bonus” as severance. Monthly bonus is defined bythe severance policy to be an amount equal to the corporate officer’s 2006 annual bonus earned by the officerdivided by 12.

Assuming that each executive officer is involuntarily terminated without “cause” or such employee terminatesemployment for “good reason” between November 16, 2006 and the date that is one year following the effective

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time of the merger, the amount of cash severance benefits (based upon the executive officer’s current monthly “basepay” and his or her 2006 monthly bonus) that would be payable is:

NameEstimated Potential Cash

Severance Benefits

L. Lowry Mays(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Mark P. Mays(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Randall T. Mays(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Paul J. Meyer(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —John E. Hogan(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Herbert W. Hill, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $390,251Andrew W. Levin. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $873,626Donald D. Perry(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $966,250

(1) Messrs. L. Lowry Mays, Mark P. Mays, Randall T. Mays, Paul J. Meyer and John Hogan are all employedpursuant to employment agreements and not covered by this severance policy. In addition, each of theemployment agreements of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays will be terminated ormodified, as applicable, and replaced with new or amended employment agreements which terms will be asdescribed below under “New Employment Agreements.”

(2) In connection with a divestiture of certain radio and television assets, Clear Channel’s severance policyprovides that if a corporate officer, except for any corporate officer who is collectively bargained or party to anemployment or other agreement with Clear Channel or any of its subsidiaries that provides for severance, isinvoluntarily terminated without “cause,” not offered comparable employment with the successor entity, orresigns for “good reason” in connection with the divestiture, the corporate officer will be entitled to 24 monthsof his or her “base pay” plus 24 months of his or her “monthly bonus” as severance.

Equity Rollover

In connection with the merger agreement, the Fincos and Mr. L. Lowry Mays, Clear Channel’s chairman of theboard of directors, Mr. Mark P. Mays, Clear Channel’s Chief Executive Officer/Chief Operating Officer, andMr. Randall T. Mays, Clear Channel’s President/Chief Financial Officer, entered into a letter agreement (assupplemented in connection with Amendment No. 2, the “Letter Agreement”), pursuant to which each ofMessrs. Mark P. Mays and Randall T. Mays have agreed to convert an aggregate of $10 million of shares ofClear Channel common stock, shares of Clear Channel restricted stock and/or “in the money” Clear Channel stockoptions into equity securities of Holdings. The Letter Agreement provides that Messrs. Mark P. Mays and Randall T.Mays, upon execution of new or amended employment agreements with the surviving corporation, will each receive$20 million in restricted common stock of Holdings, which will vest ratably over five years. Additionally, ClearChannel has been informed that the Fincos and the Sponsors have provided Messrs. L. Lowry Mays and B. J.McCombs, each a member of Clear Channel’s board of directors, the opportunity to convert, although the Fincosand the Sponsors are under no obligation to provide such opportunity, a portion of their shares of Clear Channelcommon stock, shares of Clear Channel restricted stock and/or “in the money” Clear Channel stock options held bythem into equity securities of Holdings. Mr. L. Lowry Mays’ current intention is to sell 100% of his equity securitiesin Clear Channel. However, Mr. L. Lowry Mays has informed Clear Channel’s board of directors that if he seeks torollover some portion of his holdings, he will sell a substantial majority of his holdings in the transaction.

The merger agreement contemplates that the Fincos and Holdings may agree to permit certain executiveofficers to elect that some of their outstanding shares of Clear Channel common stock, shares of Clear Channelrestricted stock and/or “in the money” Clear Channel stock options will not be cancelled in exchange for the MergerConsideration, but instead will be converted into shares or options to purchase shares of Holdings following theeffectiveness of the merger. We contemplate that such conversions, if any, would be based on the fair market valueon the date of conversion, which we contemplate to be the per share cash consideration being paid to Clear Channelshareholders in the merger and the per share prices paid by the Sponsors in connection with Equity Financing for thetransactions contemplated by the merger agreement, and in the case of Clear Channel stock options, would preservethe aggregate spread value of the rolled options. As of the date of this proxy statement/prospectus, except for the

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Letter Agreement, no member of Clear Channel’s management nor any director has entered into any agreement,arrangement or understanding with the Fincos or Merger Sub or their affiliates regarding any such arrangements.

The Fincos and Merger Sub have informed Clear Channel that they anticipate offering certain members ofClear Channel’s management the opportunity to convert a portion of their current equity interests in Clear Channelinto equity of Holdings and/or to the right to purchase equity interests in the surviving corporation or an affiliate ofthe surviving corporation. Although we believe members of Clear Channel’s management team are likely to enterinto new arrangements to purchase or participate in the equity of the surviving corporation or an affiliate, thesematters are subject to further negotiations and discussion and no terms or conditions have been finalized (other thanthe Letter Agreement). Any such new arrangements are expected to be entered into prior to the completion of themerger.

New Equity Incentive Plan

In connection with the consummation of the merger, Holdings will adopt a new equity incentive plan, underwhich participating employees will be eligible to receive options to acquire stock or other equity interests and/orrestricted share interests in Holdings. The Letter Agreement contemplates that this new equity incentive plan willpermit the grant of options covering 12.5% of the fully diluted equity of Holdings immediately after consummation ofthe merger (with exercise prices set at fair market value for shares issuable upon exercise of such options, which forinitial grants we contemplate would be tied to the price paid by the Sponsors or their affiliates for such securities). TheSponsors, the Fincos, and Clear Channel’s management are still analyzing various alternatives for the implementationof the new equity incentive plan contemplated by the Letter Agreement. It is contemplated by the parties to the LetterAgreement that, at the closing of the merger, a significant majority of the options or other equity securities permitted tobe issued under the new equity incentive plan will be granted. As part of this grant, each of Messrs. Mark P. Mays andRandall T. Mays will receive grants of options equal to 2.5% of the fully diluted equity of Holdings. The remaining7.5% of the fully diluted equity subject to the new equity incentive plan will be granted immediately afterconsummation of the merger to other employees of Clear Channel, including officers of Clear Channel, or reservedfor future issuance. Of the options or other equity securities to be granted to Messrs. Mark P. Mays and Randall T. Maysunder the new equity incentive plan at the closing of the merger, 50% will vest solely based upon continuedemployment (with 25% vesting on the third anniversary of the grant date, 25% vesting on the fourth anniversary of thegrant date and 50% vesting on the fifth anniversary of the grant date) and the remaining 50% will vest based both uponcontinued employment and upon the achievement of predetermined performance targets. These options will have anexercise price equal to the fair market value at the date of grant, which we contemplate to be the same price per sharepaid by the Sponsors in connection with the Equity Financing for the merger. The size and terms of the option grants toother employees of Clear Channel, including officers of Clear Channel, have not yet been determined.

New Employment Agreements

The Letter Agreement provides that Mr. L. Lowry Mays’ existing employment agreement will be terminatedeffective at the effective time of the merger and replaced with a new five-year employment agreement pursuant towhich Mr. L. Lowry Mays will receive an annual salary of $250,000 and benefits and perquisites consistent with hiscurrent arrangement. Mr. Mays also will be eligible to receive an annual bonus of not less than $1 million uponsatisfaction of certain performance goals of the surviving corporation. Mr. L. Lowry Mays also will agree to bebound by customary covenants not to compete and not to solicit employees during the term of his agreement.

The Letter Agreement also provides that each of Messrs. Mark P. Mays and Randall T. Mays’ existingemployment agreements will be terminated or modified effective at the effective time of the merger, and that eachnew or modified employment agreement will have the following terms:

• the provision of the new option grants as summarized above;

• severance upon termination in a lump sum amount equal to three times the executive’s annual base salaryplus the executive’s prior year’s annual cash bonus;

• a five-year term, automatically extended for consecutive one year periods unless 12 months prior notice ofnon-renewal is provided by the terminating party;

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• salary consistent with current salary in effect;

• annual bonus not less than $6,625,000, in the case of Mr. Mark P. Mays, and $6,625,000, in the case ofMr. Randall T. Mays, so long as the surviving corporation reaches certain performance goals; and

• certain benefits and perquisites consistent with those provided by the executive’s current employmentagreements (including “gross-up” payments for excise taxes that may be payable as a result of the proposedmerger).

Board of Director Representations

The Letter Agreement provides that Messrs. Mark P. Mays and Randall T. Mays each will be a member of theboard of directors of Holdings and Clear Channel; for so long as they are officers of Holdings. Mr. L. Lowry Mayswill serve as Chairman — Emeritus of Holdings and Clear Channel.

Indemnification and Insurance

Under the terms of the merger agreement, Merger Sub has agreed that all current rights of indemnificationprovided by Clear Channel for its current and former directors or officers shall survive the merger and continue infull force and effect. Merger Sub has also agreed to indemnify, defend and hold harmless, and advance expenses toClear Channel’s current and former directors or officers to the fullest extent required by Clear Channel’s articles ofincorporation, bylaws or any indemnification agreement to which Clear Channel is a party.

Additionally, the surviving corporation for the six years following the effective time of the merger, willindemnify and hold harmless each current and former officers and directors of Clear Channel from any costs orexpenses paid in connection with any claim, action or proceeding arising out of or related to (i) any acts or omissionsof a current or former officer or director in their capacity as an officer or director if the service was at the request orfor the benefit of Clear Channel or any of its subsidiaries or (ii) the merger, the merger agreement or any transactionscontemplated thereby.

In addition, at Clear Channel’s election, Clear Channel or the Fincos will obtain insurance policies with aclaims period of at least six years from the effective time of the merger with respect to directors’ and officers’liability insurance that provides coverage for events occurring on or before the effective time of the merger. Theterms of the policies will be no less favorable than the existing policy of Clear Channel, unless the cost of thepolicies would exceed 300% of the current policy’s annual premium, in which case the coverage will be the greatestamount available for an amount not exceeding 300% of the current premium.

Holdings’ second amended and restated certificate of incorporation authorizes the indemnification of directorsfor breach of fiduciary duty except to the extent such exculpation is not permitted under the Delaware GeneralCorporation Law (“DGCL”). The DGCL § 145(e) permits Holdings to pay expenses of a director or officer inadvance of a final disposition of a proceeding if the director or officer provides Holdings with an undertaking torepay such expenses if it is ultimately determined that he is not entitled to be indemnified. Holdings also is permittedto pay expenses incurred by other employees and agents upon such terms and conditions, if any, as the Holdingsboard of directors deems appropriate.

Insofar as indemnification of liabilities under the Securities Act may be permitted to directors, officers orpersons controlling the registrant pursuant the foregoing provisions, the registrant has been informed that, in theopinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed inthe Securities Act and is therefore unenforceable.

Voting Agreement

In connection with the development of the May 2, 2007 term sheet presented to the Clear Channel, and theexecution of Amendment No. 2, the Fincos requested that Highfields Capital I LP, a Delaware limited partnership,Highfields Capital II LP, a Delaware limited partnership, Highfields Capital III LP, an exempted limited partnershiporganized under the laws of the Cayman Islands, B.W.I., and Highfields Capital Management LP, a Delaware

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limited partnership enter into a Voting Agreement with the Fincos, Merger Sub and Holdings and such agreementwas reached and entered into on May 26, 2007 (the “Voting Agreement”).

As part of the Voting Agreement, among other things, the Sponsors and Holdings and its subsidiaries haveagreed that the second amended and restated certificate of incorporation and bylaws of Holdings will each be, as ofthe effective time of the merger, in the form attached as Exhibits 3.1 and 3.2 to this registration statement, and toenter into an agreement restricting Holdings and subsidiaries from engaging in certain affiliate transactions with theSponsors or their affiliates (see “Certain Affiliate Transactions”). Pursuant to the Voting Agreement, the HighfieldsFunds have agreed that during the time the Voting Agreement is in effect, at every meeting of the shareholders ofClear Channel or adjournment or postponement thereof, or for any written consents of shareholders taken, they will:

• cause the 24 million shares of Common Stock they owned as of the date of the Voting Agreement (the“Covered Shares”) and any shares of Clear Channel common stock they acquire after that time (the “AfterAcquired Shares”) to be counted as present for purposes of calculating a quorum, and

• vote (or cause to be voted) in person or by proxy, or deliver a written consent (or cause a consent to bedelivered) covering all of the Covered Shares and any After Acquired Shares that the Highfields Funds areentitled to vote,

(i) in favor of adoption and approval of the merger agreement and the transactions contemplatedthereby, including the merger;

(ii) against any extraordinary corporate transaction (other than the merger or pursuant to the merger)or any Competing Proposal, or any letter of intent, memorandum of understanding, agreement in principle,acquisition agreement, merger agreement or similar agreement providing for the consummation of atransaction contemplated by any Competing Proposal, and

(iii) in favor of any proposal to adjourn the special meeting of shareholders to vote upon the mergerwhich Holdings and the Fincos support.

The Highfields Funds have agreed that (i) during the time the Voting Agreement is in effect, not to, directly orindirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to thevoting of any Covered Shares and any After Acquired Shares, and (ii) until after the vote has been taken at theshareholders meeting called to approve the merger not to, directly or indirectly, sell, transfer, assign, dispose of, orenter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer,assignment or other disposition of, the beneficial ownership of any Covered Shares, although the Highfields Fundsmay make a transfer to their affiliates, subject to the transferee agreeing in writing to be bound by the terms of, andperform the obligations under the Voting Agreement, or as otherwise permitted by the Fincos. In addition theHighfields Funds agreed that while the Voting Agreement is in effect, they and their affiliates will not solicit proxiesor become a “participant” in any solicitation in opposition to the solicitation of proxies by Clear Channel and theFincos for the merger agreement and they will publicly acknowledge their voting obligations in all publicstatements and public filings they make about the merger.

In addition, the parties to the Voting Agreement agreed that unless such actions taken or investments of theHighfields Funds would result in Holdings or its affiliates not being qualified under the Communications Act tocontrol Clear Channel is FCC Licenses (as in effect on the date of such action) or such actions or investments wouldcause any other violations by Holdings or its affiliates of the Communications Act or the FCC’s rules:

• immediately following the effective time of the merger, the Board of Directors of Holdings will consist of12 directors, one of whom will be a United States citizen and be named by Highfields Management (whichmember will be named to Holdings’ nominating committee) and one member of which will be aUnited States citizen and will be selected by Holdings’ nominating committee after consultation withHighfields Management and any holder whose Stock Election is reasonably expected to result in such holderowning three percent (3%) or more of the total outstanding equity securities of Holdings (these two directors,“Public Directors”);

• until the Highfields Funds beneficially own (as defined under the Exchange Act) less than 5% of theoutstanding shares of voting securities of Holdings issued as Stock Consideration (“Required Percentage”),

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in connection with each election of Public Directors (and with respect to any replacements of such directorsif they can no longer serve), Holdings will:

(i) nominate as Public Directors one candidate selected by Highfields Management and one candidateselected by Holdings’ nominating committee after consultation with Highfields Management and anypublic holder owning three percent (3%) or more of the total outstanding equity securities of Holdings,

(ii) recommend the election of such candidates,

(iii) solicit proxies for the election of such candidates, and

(iv) to the extent authorized by shareholders granting proxies, vote the voting securities represented byall proxies granted by shareholders in connection with the solicitation of proxies by the Board for suchmeeting, in favor of such candidates.

• until the Highfields Funds no longer own the Required Percentage, the Fincos and their affiliates will vote allshares of voting securities which they own and which are eligible to vote for the election of the PublicDirectors in favor of such candidates’ election as Public Directors.

• until the Highfields Funds no longer own the Required Percentage, subject to the Holdings Board’s fiduciaryduties, at least one Public Director will be appointed (and, if required, replaced by another Public Director)to each of the committees of the Board of Holdings.

Highfields Management has represented, among other things, that (i) it is qualified to hold an “attributableinterest” in Holdings, Clear Channel, or their affiliates under the FCC’s media ownership rules, and (ii) neitherHighfields Management nor any party holding an attributable interest in Highfields Management holds mediainterests that conflict with Clear Channel’s media interests or would impede or delay regulatory consents toconsummate the merger. Also, if any affiliate of Highfields Management or any other Highfields Fund should bedeemed to hold an attributable interest in Holdings, Clear Channel, or their affiliates, Highfields Management either(i) will demonstrate that such Highfields Management affiliate is qualified to hold such interest and has no mediainterests that would conflict with the Clear Channel’s media interests or delay or impede regulatory consents toconsummate the merger or (ii) will elect among certain curative actions, including relinquishing certain of its rightsunder the Voting Agreement.

In connection with the Voting Agreement, the Fincos have cancelled and have agreed not to accept or enter intoany subscription agreement or understandings to acquire equity securities in Holdings with any private investmentfunds that are stockholders of the Clear Channel and are not limited partners or shareholders of an investment fundmanaged by one of the Sponsors and certain investment funds who are stockholders of Clear Channel and whoexecuted such commitments after January 31, 2007. No new arrangements with such investment funds may beentered into prior to the effective time of the merger.

The Voting Agreement will terminate upon the earliest to occur of (i) the effective time of the merger; (ii) upontermination of the merger agreement in accordance with its terms; or (iii) upon mutual written agreement of theHighfields Funds, Holdings, the Fincos and Merger Sub. Certain limited provisions including the directornomination provision set forth above survive the effective time of the merger.

Certain funds affiliated with the Sponsors have agreed that prior to the termination or expiration of the VotingAgreement, to use their reasonable best efforts to cause the obligations of the Fincos, Holdings and Merger Sub tocomply with the provisions set forth above.

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CERTAIN AFFILIATE TRANSACTIONS

Under the Voting Agreement entered into with the Highfields Funds, the Sponsors and Holdings and itssubsidiaries have agreed to enter into an agreement, under which Holdings and its subsidiaries agreed that they willnot enter into or effect any affiliate transaction between Holdings or of one of its subsidiaries, on the one hand, andeither Sponsor or any other private investment fund under common control with either Sponsor (collectivelyreferred to herein as the “principal investors”), on the other hand, without the prior approval of either a majority ofthe independent directors of Holdings or a majority of the then-outstanding shares of Class A common stock(excluding for purposes of such calculation from both (x) the votes cast and (y) the outstanding shares, all sharesheld at that time by any principal investor, any affiliate of a principal investor or members of management anddirectors of Holdings whose beneficial ownership information is required to be disclosed in filings with the SECpursuant to Item 403 of Regulation S-K, such shares referred to herein as the “public shares”). Such agreement willbecome effective as of the effective time of the merger and expire upon the earlier of (i) an underwritten publicoffering and sale of Holdings’ common stock which results in aggregate proceeds in excess of $250 million toHoldings and after which Holdings’ common stock is listed on NASDAQ’s National Market System or anothernational securities exchange (a “qualified public offering”) and (ii) the consummation of a certain transactionresulting in a change of control (as defined therein) of Holdings. The following are not deemed to be affiliatetransaction for purposes of the agreement described in the previous sentence: (i) any commercial transactionbetween Holdings or any of its subsidiaries, on the one hand, and any portfolio company in which any principalinvestor or any affiliate of a principal investor has a direct or indirect equity interest, on the other, so long as suchtransaction was entered into on an arms’- length basis; (ii) any purchase of bank debt or securities by a principalinvestor or an affiliate of a principal investor or any transaction between a principal investor or affiliate of a principalinvestor on the one hand, and Holdings or one of its subsidiaries on the other hand, related to the ownership of bankdebt or securities, provided such purchase or transaction is on terms (except with respect to relief from all or part ofany underwriting or placement fee applicable thereto) comparable to those consummated within an offering madeto unaffiliated third parties; (iii) the payment by Holdings or one of its subsidiaries of up to $87.5 million intransaction fees to the principal investors or their affiliates in connection with the transactions contemplated by themerger agreement; (iv) any payment of management, transaction, monitoring or any other fees to the principalinvestors or their affiliates pursuant to an arrangement or structure whereby the holders of public shares of Holdingsare made whole for the portion of such fees paid by Holdings that would otherwise be proportionate to their shareholdings; and (v) any transaction to which a principal investor or an affiliate thereof is a party in its capacity as astockholder of Holdings that is offered generally to other stockholders of Holdings (including the holders of sharesof Class A common stock) on comparable or more favorable terms.

A change of control of Holdings will be deemed to have occurred upon the occurrence of any of the following:(i) any consolidation or merger of Holdings with or into any other corporation or other, or any other corporatereorganization or transaction (including the acquisition of stock of Holdings), in which the direct and indirectstockholders of Holdings immediately prior to such consolidation, merger, reorganization or transaction, own stockeither representing less than fifty percent (50%) of the economic interests in and less than fifty percent (50%) of thevoting power of Holdings or other surviving entity immediately after such consolidation, merger, reorganization ortransaction or that does not have, through the ownership of voting securities, by agreement or otherwise, the powerto elect a majority of the entire board of directors of Holdings or other surviving entity immediately after suchconsolidation, merger, reorganization or transaction, excluding any bona fide primary or secondary public offering,(ii) any stock sale or other transaction or series of related transactions, after giving effect to which in excess of fiftypercent (50%) of the Holdings’ voting power is owned by any person or entity and its “affiliates” or “associates” (assuch terms are defined in the rules adopted by the SEC under the Exchange Act), other than the principal investorsand their respective affiliates, excluding any bona fide primary or secondary public offering; or (iii) a sale, lease orother disposition of all or substantially all of the assets of Holdings.

The agreement described above terminates upon the earliest of the termination of the merger agreement, aqualified public offering and the consummation of a change of control (as defined therein). Other than as describedin the prior sentence, such agreement may not be terminated, amended, supplemented or otherwise modifiedwithout the prior written approval of either (i) a majority of the independent directors of Holdings elected by theholders Class A common stock or (ii) a majority of the then-outstanding public shares.

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FINANCING

Financing of the Merger

As of March 31, 2007, on a pro forma basis, the total amount of funds necessary to complete the merger isanticipated to be approximately $22.8 billion, consisting of (i) approximately $19.5 billion to pay Clear Channel’sshareholders and optionholders the amounts due to them under the merger agreement, assuming that no ClearChannel shareholder validly exercises and perfects its appraisal rights and that none of the unaffiliated shareholderswill make a Stock Election covering any of their Clear Channel shares (including shares issuable upon conversion ofoutstanding options) in the merger, (ii) approximately $2.4 billion to refinance certain existing indebtedness,including all of Clear Channel’s existing bank indebtedness and certain issues of Clear Channel’s outstanding publicdebt, and (iii) approximately $0.9 billion to pay transaction costs in connection with the merger and relatedtransactions, including professional fees, employee benefit costs, change of control payments, financing costs andother related expenses and charges. These amounts are anticipated to be funded by Merger Sub in a combination ofequity contributions by entities controlled by the Sponsors and other investors indirectly into Merger Sub, debtfinancing obtained by Merger Sub and the Fincos and made available to Merger Sub and Clear Channel and to theextent available, cash of Clear Channel. Holdings, Merger Sub and the Fincos have obtained equity and debtfinancing commitments described below in connection with the transactions contemplated by the merger agree-ment. To the extent that unaffiliated shareholders make any Stock Elections covering all or a portion of their ClearChannel shares (including shares issuable upon conversion of outstanding options) in the merger, the fundsnecessary to complete the merger will be correspondingly reduced by the Stock Consideration and accordingly, theaggregate amount of equity contributions required to be made by entities controlled by the Sponsors and their co-investors and their percentage ownership of Holdings will be reduced by the amount of the Stock Elections (up tothe maximum thirty percent (30%) cap for Stock Elections described above).

Equity Financing

Pursuant to replacement equity commitment letters signed in connection with Amendment No. 2, Bain CapitalFund IX and THL Partners Fund VI, which we refer to as the Sponsors, have severally agreed to purchase (eitherdirectly or indirectly through one or more intermediate entities) up to an aggregate of $3.94 billion of equitysecurities of Holdings (the “Equity Financing”) and to cause all or a portion of such cash to be contributed to MergerSub as needed for the merger and related transactions (including payment of cash merger consideration to ClearChannel shareholders, repayment of certain Clear Channel debt, and payment of certain transaction fees andexpenses). Each Sponsors’ equity commitment will be reduced by half of the amount of Stock Consideration electedby Clear Channel shareholders (that is, an aggregate reduction equal to $39.20 multiplied by the number of ClearChannel shares (including shares issuable upon conversion of outstanding options) subject to elections to receiveStock Consideration). Subject to certain conditions, each of the Sponsors may also assign a portion of its equitycommitment obligation to other investors, resulting in a corresponding reduction of such Sponsor’s commitment tothe extent the assignee funds its commitment, provided that any such transfer will not release such Investor of itsobligations under the limited guarantees. As a result, the investor groups may ultimately include additional equityinvestors, although it is anticipated that all or substantially all of such co-investment by third parties would bethrough entities controlled by the Sponsors.

Debt Financing

In connection with Amendment No. 2, Merger Sub and the Fincos received a second amended and restated debtcommitment letter, dated May 17, 2007 (the “Debt Commitment Letter”), from Citigroup Global Markets Inc.,Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc.,Morgan Stanley Senior Funding Inc., Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC,The Royal Bank of Scotland plc, RBS Securities Corporation, Wachovia Bank, National Association, WachoviaInvestment Holdings, LLC and Wachovia Capital Markets, LLC (collectively, the “Financing Sources”) to provide$22.125 billion in aggregate debt financing (the “Debt Financing”), which is currently anticipated to consist of(i) senior secured credit facilities in an aggregate principal amount of $18.525 billion (the “Senior Secured CreditFacilities”), (ii) a receivables backed credit facility with a maximum availability of $1.000 billion with actual

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availability limited by a “borrowing base” (which is calculated periodically based on a specified percentage ofaccounts receivables and is subject to adjustments for reserves and other matters) (the “Receivables Backed CreditFacility”), and (iii) a senior bridge loan facility in an aggregate principal amount of up to $2.600 billion (the “SeniorBridge Facility”) to finance, in part, the payment of the merger consideration, the repayment or refinancing of certainof our debt outstanding on the closing date of the merger and the payment of fees and expenses in connection with themerger, financing and related transactions, which we refer to as the “Transactions.” and, after the closing date of themerger, to provide for ongoing working capital, refinance other debt and general corporate purposes.

If availability under the Receivables Backed Credit Facility is less than $750 million on the closing date of themerger due to borrowing base limitations, the Financing Sources have agreed to increase their commitments andavailability under the Senior Secured Credit Facilities by the amount of such shortfall. In addition, Merger Sub andthe Fincos have engaged Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Citigroup GlobalMarkets Inc., Credit Suisse Securities (USA) LLC, RBS Securities Corporation and Wachovia Capital Markets,LLC to place or underwrite the issuance and sale of $2.600 billion in aggregate principal amount of new senior notes(the “New Senior Notes”) in a public offering or in a Rule 144A or other private placement to finance, in part, theTransactions. If the New Senior Notes are issued or sold for the full amount upon or prior to the closing of themerger, no borrowings will be made under the committed Senior Bridge Facility, which will only be used if the fullamount of the New Senior Notes are not issued or sold upon or prior to the closing of the merger.

The debt commitments expire on the termination date set forth in the merger agreement, as may be extendedpursuant to the terms of the merger agreement. The availability of the Debt Financing under the Debt CommitmentLetter is subject to customary closing conditions, including:

• the consummation of the merger in accordance with the merger agreement;

• the absence of any amendments or waivers to the merger agreement which are materially adverse to thelenders and which have not been approved by the lead arrangers under the Debt Commitment Letter;

• the absence of any “Material Adverse Effect on Clear Channel” (as defined below under “The MergerAgreement — Representations and Warranties”);

• the receipt by Merger Sub of cash equity contributions, when taken together with the proceeds of the DebtFinancing and available cash, in an amount required to consummate the Transactions;

• the execution of definitive documentation consistent with the term sheets for the Debt Financing;

• the receipt of specified financial statements of Clear Channel; and

• the receipt of customary closing documents and deliverables.

The Debt Commitment Letter and the availability of the Debt Financing are not conditioned on, nor do theyrequire or contemplate the acquisition of, the outstanding public shares of Clear Channel Outdoor. The DebtCommitment Letter and the Debt Financing do not require or contemplate any changes to the existing cashmanagement and intercompany arrangements between Clear Channel and Clear Channel Outdoor, the provisions ofwhich are described in Clear Channel Outdoor’s SEC filings. The consummation of the merger will not permit ClearChannel Outdoor to terminate these arrangements and Clear Channel may continue to use the cash flows of ClearChannel Outdoor for its own general corporate purposes pursuant to the terms of the existing cash management andintercompany arrangements between Clear Channel and Clear Channel Outdoor, which may include makingpayments on the Debt Financings and any other debt financing arrangements.

The Debt Commitment Letter contemplates that at least a majority in principal amount of each of ClearChannel’s existing 7.65% Senior Notes Due 2010 and AMFM Operating Inc.’s existing 8% Senior Notes due 2008(the “Repurchased Existing Notes”) will be repurchased, redeemed, satisfied or discharged on the closing date ofthe merger or as soon as practicable thereafter. Under the merger agreement, Clear Channel has agreed tocommence, and to cause AMFM Operating Inc. to commence, debt tender offers to purchase the RepurchasedExisting Notes with the assistance of the Fincos. As part of the debt tender offers, Clear Channel and AMFMOperating Inc. will solicit the consent of the holders to amend, eliminate or waive certain sections (as specified bythe Fincos) of the applicable indenture governing the Repurchased Existing Notes. The closing of the debt tender

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offers will be conditioned on the occurrence of the closing of the merger, but the closing of the merger and the DebtFinancing are not conditioned upon the closing of the debt tender offers. In addition, the Debt Financing, as well asany supplemental, replacement or other debt financing arrangements, is expected to contain representations andwarranties, covenants, events of default, mandatory prepayment or redemption requirements and other provisions asmay be customary for the type of Debt Financing governed thereby.

The foregoing describes the Debt Financing currently contemplated by the Debt Commitment Letter, whichwill not be arranged or finalized prior to the record date for the Shareholders’ Meeting or Election Deadline, as theactual debt financing arrangements and agreements governing them are not expected to be finalized until shortlybefore the effective time of the merger. There can be no assurance that the actual debt financing arrangements willbe consistent with the Debt Financing described in this proxy statement/prospectus.

Although the Debt Financing is not subject to due diligence or a typical “market out” provision (i.e. a provisionallowing lenders not to fund their commitments if certain conditions in the financial markets prevail), the DebtFinancing may not be considered assured. Merger Sub and the Fincos have agreed under the merger agreement thatif any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in theDebt Commitment Letter, they have agreed to use their reasonable best efforts to obtain alternative financing fromalternative sources. As of the date of this proxy statement/prospectus, no alternative financing arrangements oralternative financing plans have been made in the event the debt financing arrangements described herein are notavailable as contemplated. In addition, under the merger agreement, the Debt Commitment Letter may be amended,restated, supplemented or otherwise modified, superseded or replaced to add one or more lenders, lead arrangers,bookrunners, syndication agents or similar entities, increase the amount of debt, replace or modify the facilities orotherwise replace or modify the Debt Commitment Letter in a manner not less beneficial in the aggregate to MergerSub, the Fincos and Holdings, except that any new debt financing commitments shall not (i) adversely amend theconditions to the debt financing set forth in the Debt Commitment Letter in any material respect, (ii) reasonably beexpected to delay or prevent the closing of the merger, or (iii) reduce the aggregate amount of debt financingavailable for closing unless replaced with new equity or debt financing. Subject to the foregoing, Merger Sub andthe Fincos are permitted under the merger agreement to obtain other debt financing arrangements.

The debt financing arrangements described herein are subject to change (whether as a result of marketconditions, alternative financing arrangements or otherwise). Merger Sub and the Fincos have not yet entered intodefinitive agreements with respect to any debt financing and the debt financing remains subject to negotiation andcompletion of such definitive documentation. Accordingly, since the final terms, structures and amounts of theactual debt financing arrangements have not been agreed upon and may not be determined until shortly before theeffective time of the merger, the final terms, structures and amounts of any or all of the actual debt financingarrangements may differ materially from the terms described herein.

OPINION OF CLEAR CHANNEL’S FINANCIAL ADVISOR

Goldman Sachs delivered its oral opinion to Clear Channel’s board of directors, which was subsequentlyconfirmed in its written opinion dated May 17, 2007, that, as of such date, and based upon and subject to the factorsand assumptions set forth therein, the cash consideration of $39.20 per Public Share that the holders of PublicShares can elect to receive pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated May 17, 2007, which sets forth the assumptionsmade, procedures followed, matters considered and limitations on the review undertaken in connection with theopinion, is attached as Annex E to this proxy statement/prospectus. Goldman Sachs provided its opinion for theinformation and assistance of Clear Channel’s board of directors in connection with its consideration of the merger.Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of Clear Channel common stockshould vote or make any election with respect to the merger.

In connection with delivering the opinion described above and performing its related financial analyses,Goldman Sachs reviewed, among other things:

• the merger agreement;

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• annual reports to shareholders and Annual Reports on Form 10-K of Clear Channel for the five years endedDecember 31, 2006;

• annual reports to shareholders and Annual Reports on Form 10-K of Clear Channel Outdoor for the twoyears ended December 31, 2006;

• Clear Channel Outdoor’s Registration Statement on Form S-1, including the prospectus contained therein,dated November 10, 2005, relating to the Clear Channel Outdoor Class A common stock;

• certain interim reports to shareholders and Quarterly Reports on Form 10-Q of Clear Channel and ClearChannel Outdoor;

• certain other communications from Clear Channel and Clear Channel Outdoor to their respectiveshareholders; and

• certain internal financial analyses and forecasts for Clear Channel prepared by Clear Channel’s management(the “Management Forecasts”), which included certain assessments with respect to the likelihood ofachieving such forecasts for Clear Channel, and financial analyses and forecasts for Clear Channel Outdoorand which are pro forma to give effect to estimated television and small market radio asset sales by ClearChannel.

Goldman Sachs also held discussions with members of the senior managements of Clear Channel and ClearChannel Outdoor regarding their assessment of the past and current business operations, financial condition andfuture prospects of Clear Channel and Clear Channel Outdoor. In addition, Goldman Sachs reviewed the reportedprice and trading activity for Clear Channel common stock and Clear Channel Outdoor Class A common stock,compared certain financial and stock market information for Clear Channel and Clear Channel Outdoor with similarinformation for certain other companies the securities of which are publicly traded, reviewed the financial terms ofcertain recent business combinations in the broadcasting and outdoor advertising industries specifically and in otherindustries generally and performed such other studies and analyses, and considered such other factors, as itconsidered appropriate.

Goldman Sachs relied upon the accuracy and completeness of all of the financial, legal, accounting, tax andother information discussed with or reviewed by it and assumed such accuracy and completeness for purposes ofdelivering the opinion described above. In addition, Goldman Sachs did not make an independent evaluation orappraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities)of Clear Channel, Clear Channel Outdoor or any of their respective subsidiaries, nor was any evaluation or appraisalof the assets or liabilities of Clear Channel, Clear Channel Outdoor or any of their respective subsidiaries furnishedto Goldman Sachs. Goldman Sachs’ opinion does not address the underlying business decision of Clear Channel toengage in the merger, the relative merits of the merger as compared to any alternative transaction that might beavailable to Clear Channel or the impact of the merger on the solvency or viability of Holdings or the ability ofHoldings to pay its obligations when they become due. Furthermore, Goldman Sachs’ opinion does not address thevalue of the Holdings Class A common stock or the prices at which the Holdings Class A common stock may trade ifand when they are issued or whether any market would develop for the Holdings Class A common stock. GoldmanSachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and theinformation made available to Goldman Sachs as of, the date of the opinion.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the board ofdirectors of Clear Channel in connection with rendering the opinion described above. These analyses were chosenbased on Goldman Sachs’ professional judgment of customary financial methodologies widely used in valuations ofcompanies and their businesses. The following summary, however, does not purport to be a complete description ofthe financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relativeimportance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analysesinclude information presented in tabular format. The tables must be read together with the full text of each summaryand are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, thefollowing quantitative information, to the extent that it is based on market data, is based on market data as it existedon or before May 15, 2007 and is not necessarily indicative of current market conditions.

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Goldman Sachs calculated Clear Channel’s estimated cost of equity of approximately 10.0% for purposes of itsfinancial analyses assuming (i) a risk free rate of 4.6%, (ii) an unlevered beta of 0.75 and (iii) a market risk premiumof 5.5%. Goldman Sachs calculated the unlevered beta based on the past 12 months of unlevered predicted betas ofCBS Corporation, Citadel Broadcasting Corporation, Cox Radio, Inc., Cumulus Media Inc., Emmis Communi-cations Corporation, Entercom Communications Corporation, Lamar Advertising Company and Radio One, Inc.Goldman Sachs calculated Clear Channel’s estimated cost of debt of approximately 6.8% for purposes of itsfinancial analyses based on the market trading levels of Clear Channel’s outstanding debt. Both of these calculationswere performed utilizing then-current data.

Present Value of Transaction Price Analysis

Goldman Sachs performed an illustrative analysis of the present value of the cash consideration of $39.20 pershare. For this analysis, Goldman Sachs incorporated the value of an annual dividend of $0.75 per share to be paidquarterly through closing. Goldman Sachs then discounted the value of the transaction price and the value of anydividends to be paid through closing using potential closing dates of September 30, 2007, November 15, 2007 andDecember 31, 2007 and discount rates ranging from 6.0% to 10.0% in order to derive an illustrative range of presentvalues of the cash consideration and the value of any dividends as of those dates. The range of discount rates used byGoldman Sachs in this analysis was derived by Goldman Sachs based on Clear Channel’s estimated cost of equity,which was used to inform the high end of the range, and Clear Channel’s estimated cost of debt, which was used toinform the low end of the range. The following table presents the results of Goldman Sachs’ analysis:

Closing Date Illustrative Present Value

September 30, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $38.18-$38.72

November 15, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37.73-$38.43

December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37.46-$38.34

The indicative values in this analysis were greater than the indicative values resulting from the present value oftransaction price analysis delivered by Goldman Sachs to the board of directors of Clear Channel in connection withGoldman Sachs’ prior opinion dated April 18, 2007 primarily because this analysis relates to the increased mergerconsideration of $39.20 per share and is based on a shorter discount period to the expected closing date.

Analysis at Various Prices

Goldman Sachs performed certain analyses, based on historical financial information, SEC filings and theManagement Forecasts. Using the closing market price of Clear Channel’s common stock on May 15, 2007 of$37.81 per share and the cash consideration of $39.20 per share, Goldman Sachs calculated (i) adjusted equity valueby subtracting unconsolidated assets and the present value of tax assets from Clear Channel’s implied equity value,and (ii) pro forma adjusted enterprise value by subtracting unconsolidated assets and the present value of tax assetsfrom Clear Channel’s implied enterprise value after giving effect to estimated television and small market radioasset sales. Goldman Sachs then calculated (i) the ratio of pro forma adjusted enterprise value to revenue, (ii) theratio of pro forma adjusted enterprise value to earnings before interest, income taxes, depreciation and amortization,or EBITDA, and (iii) the ratio of adjusted equity value to free cash flow, or FCF, adjusted to remove effects ofacquisition related depreciation and amortization. The purpose of this analysis is to show, based on the ClearChannel common stock price as of May 15, 2007 and the cash consideration of $39.20 per share, implied valuationratios commonly used by investors in evaluating companies which exhibit similar business characteristics to ClearChannel.

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The following table presents the results of Goldman Sachs’ analysis based on illustrative Clear Channelcommon stock share prices of $37.81 and $39.20.

$37.81 perShare

$39.20 perShare

Pro Forma Adjusted Enterprise Value/Revenue . . . . . . . . . . . . . . . . 2007E 3.6x 3.7x2008E 3.5x 3.6x

Pro Forma Adjusted Enterprise Value/EBITDA . . . . . . . . . . . . . . . 2007E 10.9x 11.2x

2008E 10.4x 10.7x

Adjusted Equity Value/Adjusted FCF . . . . . . . . . . . . . . . . . . . . . . . 2007E 17.5x 18.2x

2008E 15.2x 15.8x

Goldman Sachs also reviewed the historical trading prices and volumes for Clear Channel common stock forthe two-year period ended November 14, 2006. In addition, Goldman Sachs analyzed the closing market price of$37.81 per share of Clear Channel’s common stock on May 15, 2007 and the cash consideration of $39.20 per shareof Clear Channel common stock in relation to (i) the closing prices of Clear Channel common stock on May 15,2007, on October 6, 2006 (the last trading day prior to the day that a research analyst issued a report outliningpotential strategic alternatives for Clear Channel and Clear Channel Outdoor), and on September 22, 2006 (the lasttrading day prior to the September 25, 2006 meeting of Clear Channel’s board of directors during which strategicalternatives were discussed), (ii) the high price over the 52-week and two-year periods ended November 14, 2006and (iii) the low price over the 52-week and two-year periods ended November 14, 2006. The following tablepresents the results of Goldman Sachs’ analysis based on illustrative share prices of $37.81 and $39.20 per share ofClear Channel common stock:

$37.81 perShare

$39.20 perShare

Premium to market price of $37.81 per share (as of May 15, 2007) . . . . . . . . 0.0% 3.7%

Premium to undisturbed price of $30.02 per share (as of October 6, 2006) . . . 25.9% 30.6%

Premium to undisturbed price of $29.05 per share (as of September 22,2006) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.2% 34.9%

Premium to high price of $35.48 per share for the two-year and 52-weekperiod ended November 14, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6% 10.5%

Premium to low price of $27.41 per share for the two-year and 52-weekperiod ended November 14, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37.9% 43.0%

Present Value of Future Stock Price Analysis

Goldman Sachs performed an illustrative analysis of the implied present value of the future stock price of ClearChannel, which is designed to provide an indication of the present value of a theoretical future value of a company’sequity as a function of such company’s estimated future capital structure and implied share price based on anassumed enterprise value as a multiple of estimated future EBITDA. For this analysis, Goldman Sachs used theManagement Forecasts and assumed (i) a $1.7 billion minority interest based on Clear Channel Outdoor and ClearMedia Ltd. market data as of May 15, 2007 and a $210 million other minority interest grown in each case at 5% peryear based on the Management Forecasts, (ii) unconsolidated assets of $540 million grown at 5% per year based onthe Management Forecasts, (iii) a $0.7 billion present value of tax assets as of December 31, 2007, (iv) that leverageis maintained at a total debt to last twelve months EBITDA ratio of 3.5x, (v) that excess cash flow is used torepurchase Clear Channel common stock at enterprise value to one-year forward EBITDA multiples of 9.0x to10.0x and (vi) an annual recurring dividend of $0.75 per share paid quarterly. Goldman Sachs first calculatedimplied per share values for Clear Channel common stock at year end for each of the fiscal years 2007 to 2011 byapplying enterprise value to one-year forward EBITDA multiples of 9.0x to 10.0x to estimates prepared by ClearChannel management of fiscal years 2008 to 2012 EBITDA. The range of one-year forward EBITDA multiples wasderived by Goldman Sachs based on then current estimated one-year forward EBITDA multiples of CBS Corpo-ration, Citadel Broadcasting Corporation, Cox Radio, Inc., Cumulus Media Inc., Emmis Communications Cor-poration, Entercom Communications Corporation, JC Decaux S.A., Lamar Advertising Company and Radio One,

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Inc., which we refer to as the selected companies. The following table presents the estimated one-year forwardEBITDA multiples that Goldman Sachs calculated for the selected companies:

EstimatedOne-Year ForwardEBITDA Multipleas of May 15, 2007

CBS Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.5x

Citadel Broadcasting Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.5x

Cox Radio, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.4x

Cumulus Media Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7x

Emmis Communications Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.6x

Entercom Communications Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3x

J.C. Decaux S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.7x

Lamar Advertising Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.7x

Radio One, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1x

Goldman Sachs made customary financial adjustments to calculate the foregoing EBITDA multiples utilizingpublicly available research analysts’ estimates of EBITDA including adjustments to reflect estimated trading valuesimplied primarily by EBITDA-generating assets by removing (i) non-recurring tax assets and (ii) non-consolidatedassets, where applicable. Goldman Sachs also adjusted the foregoing EBITDA multiples to reflect the impact ofpublicly announced acquisitions and divestitures, where applicable.

Goldman Sachs then discounted those values and the value of any dividends to be paid up to the date of thefuture share price to May 15, 2007, using a discount rate of 10.0%. The discount rate used by Goldman Sachs in thisanalysis was derived by Goldman Sachs based on Clear Channel’s estimated cost of equity, because this analysismeasures value based on Clear Channel’s hypothetical future stock price. This analysis resulted in a range ofillustrative values per share of Clear Channel common stock of $31.09 to $37.99.

The indicative values in this analysis were greater than the indicative values resulting from the present value offuture stock price analyses delivered by Goldman Sachs to the board of directors of Clear Channel in connectionwith Goldman Sachs’ prior opinions dated November 16, 2006 and April 18, 2007 primarily as a result of greaterprojected price levels for asset sales and a shorter discount period. The increased price levels for asset sales largelyreflects the realization of price levels for sales of television and small market radio assets.

Discounted Cash Flow Analysis

Goldman Sachs performed an illustrative discounted cash flow analysis using the Management Forecasts inorder to determine a range of implied present values per share of Clear Channel common stock based onManagement’s projection of Clear Channel’s cash flow. All cash flows were discounted to May 15, 2007, andterminal values were based upon perpetuity growth rates for cash flows in the year 2012 and beyond. In performingthe illustrative discounted cash flow analysis, Goldman Sachs applied discount rates ranging from 7.5% to 8.5% tothe projected unlevered free cash flows of Clear Channel for the remainder of 2007 and calendar years 2008 to 2011.The range of discount rates used by Goldman Sachs in this analysis was derived by Goldman Sachs based on anassumed weighted average cost of capital of approximately 8.0% that reflects the mix of debt and equity in ClearChannel’s capital structure as of May 15, 2007 and a deviation of 0.5% above and below the assumed weightedaverage cost of capital to adjust for potential variances over time in volatility, risk free rate, cost of debt and otherfactors that affect the calculation of assumed weighted average cost of capital. Goldman Sachs used an assumedweighted average cost of capital to determine the range of discount rates in this analysis because this analysismeasures estimated cash flows available to both debt and equity. Goldman Sachs also applied perpetuity growthrates ranging from 1.75% to 2.75%. The range of perpetuity growth rates used by Goldman Sachs in this analysiswas derived by Goldman Sachs utilizing its professional judgment and experience. This analysis resulted in a rangeof illustrative values per share of Clear Channel common stock of $30.55 to $46.39.

The indicative values in this analysis were greater than the indicative values resulting from the discounted cashflow analyses delivered by Goldman Sachs to the board of directors of Clear Channel in connection with Goldman

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Sachs’ prior opinions dated November 16, 2006 and April 18, 2007 primarily as a result of greater projected pricelevels for asset sales, a lower discount rate resulting from a more recent calculation of the weighted average cost ofcapital and a shorter discount period.

Recapitalization Analysis

Goldman Sachs analyzed an illustrative recapitalization transaction involving Clear Channel and the theo-retical value that Clear Channel shareholders could receive in such a transaction. In the illustrative recapitalizationtransaction, Clear Channel used after-tax proceeds from certain asset sales by Clear Channel Outdoor to finance aspecial dividend to Clear Channel shareholders in the range of $2.8 billion to $3.2 billion on December 31, 2007. Incalculating the amount of the special dividend, Goldman Sachs assumed (i) that 88% of after-tax proceeds fromcertain asset sales by Clear Channel Outdoor would be distributed to Clear Channel’s shareholders, (ii) an annualrecurring dividend of $0.75 per share paid quarterly, and (iii) the use of an existing $1.5 billion capital loss taxshield. Goldman Sachs then discounted the value of the special dividend to May 15, 2007, using discount ratesranging from 9.5% to 10.5%, which resulted in a present value of the special dividend to shareholders in the range of$5.33 to $6.26 per share. The range of discount rates used by Goldman Sachs in this analysis was derived byGoldman Sachs based on Clear Channel’s estimated cost of equity and a deviation of 0.5% above and below ClearChannel’s estimated cost of equity to adjust for potential variances over time in volatility, risk free rate and otherfactors that affect the calculation of estimated cost of equity. Goldman Sachs used estimated cost of equity todetermine the range of discount rates in this analysis because this analysis measures value based on Clear Channel’shypothetical future stock price. The theoretical post-recapitalization trading values of shares of Clear Channelcommon stock were based upon estimated enterprise value to one-year forward EBITDA multiples of 9.5x to 10.5xand the Management Forecasts after giving effect to certain asset sales by Clear Channel Outdoor. The range of one-year forward EBITDA multiples was derived by Goldman Sachs based on then current estimated one-year forwardEBITDA multiples of selected companies, adjusted by Goldman Sachs utilizing its professional judgment andexperience to produce a range of discount rates to account for the sale of certain assets by Clear Channel Outdoor.Goldman Sachs then calculated the implied per share future equity values for Clear Channel common stock from2007 to 2011, and then discounted those values and the value of any dividends to be paid up to the date of the futureshare price to May 15, 2007, using an equity discount rate of 10.0%. The discount rate used by Goldman Sachs inthis analysis was derived by Goldman Sachs based on Clear Channel’s estimated cost of equity. Goldman Sachsused estimated cost of equity to determine the discount rate in this analysis because this analysis measures valuebased on Clear Channel’s hypothetical future stock price. The purpose of this analysis is to derive illustrative valuesthat may be made available to shareholders from the payment of a special dividend that is funded by the sale ofcertain assets of Clear Channel. This analysis resulted in a range of illustrative values per share of Clear Channelcommon stock of $33.72 to $39.83.

The indicative values in this analysis were greater than the indicative values resulting from the recapitalizationanalyses delivered by Goldman Sachs to the board of directors of Clear Channel in connection with Goldman Sachs’prior opinions dated November 16, 2006 and April 18, 2007 primarily as a result of greater projected price levels forasset sales and a shorter discount period.

Sum-of-the-Parts Analyses

Goldman Sachs performed illustrative sum-of-the-parts analyses on Clear Channel using the ManagementForecasts. The purpose of these analyses is to derive illustrative indications of the value that may be made availableto shareholders from the hypothetical separation of portions of Clear Channel’s business through a combination ofvarious spin-offs and asset sales as well as additional leverage upon Clear Channel. In the first illustrativesum-of-the-parts analysis, Goldman Sachs calculated illustrative per share value indications for Clear Channelassuming a spin-off of Clear Channel Outdoor on June 30, 2007 and asset sales by Clear Channel in addition to thespin-off of Clear Channel Outdoor. In the second illustrative sum-of-the-parts analysis, Goldman Sachs calculatedillustrative per share value indications for Clear Channel assuming a spin-off of Clear Channel Outdoor on June 30,2008 and asset sales by Clear Channel in addition to the spin-off of Clear Channel Outdoor.

In the first illustrative sum-of-the-parts analysis, Goldman Sachs made the following assumptions: (i) a spin-off of Clear Channel Outdoor closing on June 30, 2007, (ii) the sale of television and small market radio assets at an

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assumed value of approximately $2.0 billion based primarily on announced sales of television and small marketradio assets, (iii) the use of proceeds from the sale of television and small market radio assets and proceeds frominter-company debt repayments and/or new debt financings to finance a special dividend to shareholders of ClearChannel in the range of $1.7 to $5.7 billion, or $3.48 to $11.39 per share, and (iv) an annual recurring dividend of$0.75 per share by Clear Channel following the spin-off. The theoretical post spin-off illustrative values of ClearChannel Outdoor shares were based upon estimated enterprise value to 2007 estimated EBITDA multiples of 12.0xto 14.0x. The range of EBITDA multiples was derived by Goldman Sachs based on then current year EBITDAmultiples of CBS Corporation, JC Decaux S.A. and Lamar Advertising Company. The theoretical post spin-offtrading values of shares of Clear Channel common stock were based upon estimated enterprise value to 2007estimated EBITDA multiples of 9.0x to 11.0x and the Management Forecasts after giving effect to the spin-off ofClear Channel Outdoor. The range of EBITDA multiples was derived by Goldman Sachs based on then current yearEBITDA multiples of CBS Corporation, Citadel Broadcasting Corporation, Cox Radio, Inc., Cumulus Media Inc.,Emmis Communications Corporation, Entercom Communications Corporation and Radio One, Inc. GoldmanSachs then calculated the implied per share future equity values for Clear Channel Outdoor, the special dividend andClear Channel following the spin-off of Clear Channel Outdoor and then discounted those values to May 15, 2007,using a discount rate of 10.0%. The discount rate used by Goldman Sachs in this analysis was derived by GoldmanSachs based on Clear Channel’s estimated cost of equity. Goldman Sachs used estimated cost of equity to determinethe discount rate in this analysis because this analysis measures value based on Clear Channel’s hypothetical futurestock price. This analysis resulted in a range of illustrative values per share of Clear Channel common stock of$34.14 to $42.79, inclusive of the values of Clear Channel Outdoor and Clear Channel following the spin-off ofClear Channel Outdoor and the amount of the special dividend.

In the second illustrative sum-of-the-parts analysis, Goldman Sachs made the following assumptions: (i) aspin-off of Clear Channel Outdoor closing on June 30, 2008, (ii) the sale of television and small market radio assetsat an assumed value of approximately $2.0 billion, (iii) the use of proceeds from the sale of television and smallmarket radio assets and proceeds from inter-company debt repayments and/or new debt financings to finance aspecial dividend to shareholders of Clear Channel in the range of $1.9 to $6.8 billion, or $3.74 to $13.61 per share,and (iv) an annual recurring dividend of $0.75 per share by Clear Channel following the spin-off. The theoreticalpost spin-off illustrative values of Clear Channel Outdoor shares were based upon estimated enterprise value to2008 estimated EBITDA multiples of 12.0x to 14.0x and the Management Forecasts. The range of EBITDAmultiples was derived by Goldman Sachs based on then current year EBITDA multiples of CBS Corporation, J.C.Decaux S.A and Lamar Advertising Company. The theoretical post spin-off trading values of shares of ClearChannel common stock were based upon estimated enterprise value to 2008 estimated EBITDA multiples of 9.0x to11.0x and the Management Forecasts after giving effect to the spin-off of Clear Channel Outdoor. The range ofEBITDA multiples was derived by Goldman Sachs based on then current year EBITDA multiples of CBS Cor-poration, Citadel Broadcasting Corporation, Cox Radio, Inc., Cumulus Media Inc., Emmis CommunicationsCorporation, Entercom Communications Corporation and Radio One, Inc. Goldman Sachs then calculated theimplied per share future equity values for Clear Channel Outdoor, the special dividend and Clear Channel followingthe spin-off of Clear Channel Outdoor and then discounted those values to May 15, 2007, using a discount rate of10.0%. The discount rate used by Goldman Sachs in this analysis was derived by Goldman Sachs based on ClearChannel’s estimated cost of equity. Goldman Sachs used estimated cost of equity to determine the discount rate inthis analysis because this analysis measures value based on Clear Channel’s hypothetical future stock price. Thisanalysis resulted in a range of illustrative values per share of Clear Channel common stock of $35.03 to $43.24,inclusive of the values of Clear Channel Outdoor and Clear Channel following the spin-off of Clear ChannelOutdoor and the amount of the special dividend.

The indicative values in these analyses were greater than the indicative values resulting from the sum-of-theparts analyses delivered by Goldman Sachs to the board of directors of Clear Channel in connection with GoldmanSachs’ prior opinions dated November 16, 2006 and April 18, 2007 primarily as a result of greater price levelprojections for asset sales, greater estimated EBITDA multiples for Clear Channel Outdoor and a shorter discountperiod. Estimated EBITDA multiples for Clear Channel Outdoor were raised because of recent increases in thetrading prices of the selected outdoor companies.

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Miscellaneous

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysisor summary description. Selecting portions of the analyses or of the summary set forth above, without consideringthe analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. Inarriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did notattribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made itsdetermination as to fairness on the basis of its experience and professional judgment after considering the results ofall of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable toClear Channel, Clear Channel Outdoor or the contemplated merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to ClearChannel’s board of directors as to the fairness from a financial point of view of the cash consideration of $39.20 perPublic Share that holders of Public Shares can elect to receive pursuant to the merger agreement. These analyses donot purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually maybe sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, whichmay be significantly more or less favorable than suggested by these analyses. Because these analyses are inherentlysubject to uncertainty, being based upon numerous factors or events beyond the control of the parties or theirrespective advisors, future results may be materially different from those forecasts.

The cash consideration of $39.20 per Public Share was determined through arms-length negotiations betweenClear Channel, on the one hand, and the Sponsors, on the other hand, and was unanimously approved by ClearChannel’s board of directors (excluding Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J.McCombs who recused themselves from the deliberations). Goldman Sachs provided advice to Clear Channel’sboard of directors during these negotiations. Goldman Sachs did not, however, recommend any specific amount ofconsideration to Clear Channel, its board of directors or the special advisory committee of its board of directors orthat any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to Clear Channel’s board of directors was one of many factorstaken into consideration by Clear Channel’s board of directors in making its determination to approve the mergeragreement (See “The Merger — Reasons for the Merger” in this proxy statement/prospectus). The foregoingsummary does not purport to be a complete description of the analyses performed by Goldman Sachs in connectionwith the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachsattached as Annex E to this proxy statement/prospectus.

Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged inperforming financial analyses with respect to businesses and their securities in connection with mergers andacquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted secu-rities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachsacted as financial advisor to Clear Channel in connection with, and participated in certain of the negotiationsleading to, the transaction contemplated by the merger agreement. In addition, Goldman Sachs has provided and iscurrently providing certain investment banking services to Clear Channel, including having acted as globalcoordinator and senior bookrunning manager in connection with the initial public offering of 35,000,000 shares ofclass A common stock of Clear Channel Outdoor in November 2005, as financial advisor to Clear Channel inconnection with the spin-off of Live Nation, Inc., a former subsidiary of Clear Channel, in December 2005 and asfinancial advisor to Clear Channel in connection with the announced sale of Clear Channel’s television assets toProvidence Equity Partners Inc. In addition, at the request of the board of directors of Clear Channel, GoldmanSachs Credit Partners L.P., an affiliate of Goldman Sachs, made available a financing package to the Sponsors inconnection with the merger.

In connection with the above-described investment banking services for Clear Channel, during the past twoyears Goldman Sachs has received aggregate fees of approximately $7 million. In addition, Goldman Sachs expectsto receive aggregate fees between approximately $6 and $9.5 million upon consummation of the announced sale ofClear Channel’s television assets.

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Goldman Sachs has provided and is currently providing certain investment banking services to THL Partnersand its affiliates and portfolio companies, including having acted as financial advisor to Houghton Mifflin HoldingCompany, Inc., a former portfolio company of THL Partners, in connection with its sale in December 2006, as jointlead arranger and joint bookrunner in connection with senior secured credit facilities (aggregate principal amount$5,000,000,000) in connection with the acquisition of Aramark Corporation by THL Partners acting together with aconsortium of private equity companies and management in January 2007 and as joint lead arranger and jointbookrunner in connection with senior secured credit facilities (aggregate principal amount $1,600,000,000) ofSpectrum Brands, Inc., a portfolio company of THL Partners, in April 2007. In connection with the above-describedinvestment banking services for THL Partners and its affiliates and portfolio companies, during the past two yearsGoldman Sachs has received aggregate fees of approximately $75.7 million from THL Partners and its affiliates andportfolio companies.

Goldman Sachs has provided and is currently providing certain investment banking services to Bain and itsaffiliates and portfolio companies, including having acted as lead arranger in connection with the leveragedrecapitalization of Brenntag AG, a former portfolio company of Bain (“Brenntag”), in January 2006, as co-financialadvisor to Brenntag in connection with its sale in September 2006 and as financial advisor to Houghton MifflinHolding Company, Inc., a former portfolio company of Bain, in connection with its sale in December 2006. Inconnection with the above-described investment banking services for Bain and its affiliates and portfolio com-panies, during the past two years Goldman Sachs has received aggregate fees of approximately $58.2 million fromBain and its affiliates and portfolio companies.

Goldman Sachs may also provide investment banking services to Clear Channel and its affiliates and each ofthe Sponsors and their respective affiliates and portfolio companies in the future. In connection with suchinvestment banking services Goldman Sachs may receive compensation.

Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates, in securitiestrading, investment management, financial planning and benefits counseling, risk management, hedging, financingand brokerage activities for both companies and individuals. In the ordinary course of these activities, GoldmanSachs and its affiliates may provide such services to Clear Channel and its affiliates and each of the Sponsors andtheir respective affiliates and portfolio companies, actively trade the debt and equity securities (or related derivativesecurities) of Clear Channel and the respective affiliates and portfolio companies of each of the Sponsors for theirown account and for the accounts of their customers and at any time hold long and short positions of such securities.Affiliates of Goldman Sachs have co-invested with each of the Sponsors and their respective affiliates from time totime and such affiliates of Goldman Sachs have invested and may invest in the future in limited partnership units ofaffiliates of each of the Sponsors.

The board of directors of Clear Channel selected Goldman Sachs as its financial advisor because it is aninternationally recognized investment banking firm that has substantial experience in transactions similar to themerger. Pursuant to a letter agreement, dated September 18, 2006, Clear Channel engaged Goldman Sachs to act asits financial advisor in connection with its consideration of a range of strategic alternatives. Pursuant to the terms ofthis engagement letter, Clear Channel has agreed to pay Goldman Sachs a transaction fee equal to approximately$50 million, of which $15 million was paid upon signing of the definitive agreement and approximately $35 millionis contingent upon consummation of the merger. In addition, Clear Channel has agreed to reimburse Goldman Sachsfor its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related personsagainst various liabilities, including certain liabilities under the federal securities laws.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of the material United States federal income tax consequences of the merger toU.S. holders (as defined below). This discussion is based on the Internal Revenue Code of 1986, as amended (the“Code”), applicable Treasury regulations, administrative interpretations and court decisions as in effect as of thedate of this proxy statement/prospectus, all of which may change, possibly with retroactive effect. This discussionassumes that the merger will be completed in accordance with the terms of the merger agreement. No ruling hasbeen or will be sought from the Internal Revenue Service (“IRS”) as to the United States federal income tax

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consequences of the merger, and the following summary is not binding on the IRS or the courts. As a result, the IRScould adopt a contrary position, and such a contrary position could be sustained by a court.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of a share of Clear Channel commonstock that is:

• a citizen or individual resident of the United States;

• a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the UnitedStates or any political subdivision thereof;

• an estate the income of which is subject to United States federal income tax regardless of its source; or

• a trust if, in general, the trust is subject to the supervision of a court within the United States, and one or moreU.S. persons have the authority to control all significant decisions of the trust.

This discussion only addresses U.S. holders who hold shares of Clear Channel common stock as capital assetswithin the meaning of Section 1221 the Code.

This discussion, which represents the opinion of Ropes & Gray LLP, does not purport to be a complete analysisof all potential tax effects of the merger, and, in particular, does not address U.S. federal income tax considerationsapplicable to shareholders subject to special treatment under U.S. federal income tax law (including, for example,non-U.S. holders, brokers or dealers in securities, financial institutions, mutual funds, insurance companies, tax-exempt entities, holders who hold Clear Channel common stock as part of a hedge, appreciated financial position,straddle, conversion transaction or other risk reduction strategy, holders who acquired Clear Channel common stockpursuant to the exercise of an employee stock option or right or otherwise as compensation, holders exercisingdissenter’s rights, holders that are partnerships or other pass-through entities or investors in partnerships or otherpass-through entities and U.S. holders liable for the alternative minimum tax). In addition, this discussion does notaddress the tax consequences of transactions effectuated prior to or after the merger (whether or not suchtransactions occur in connection with the merger), including, without limitation, any exercise of an option orthe acquisition or disposition of shares of Clear Channel common stock other than pursuant to the merger. Also, thisdiscussion does not address U.S. federal income tax considerations applicable to holders of options or warrants topurchase Clear Channel common stock, or holders of debt instruments convertible into Clear Channel commonstock. No information is provided herein with respect to the tax consequences of the merger under applicable state,local or non-U.S. laws, or under any proposed Treasury regulations that have not taken effect as of the date of thisproxy statement/prospectus.

HOLDERS OF CLEAR CHANNEL COMMON STOCK ARE URGED TO CONSULT WITH THEIRTAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGER TO THEM, INCLUD-ING THE EFFECTS OF UNITED STATES FEDERAL, STATE AND LOCAL, FOREIGN AND OTHERTAX LAWS.

Material United States Federal Income Tax Consequences to U.S. Holders

At the time that a U.S. holder makes an election to receive Holdings Class A common stock, such holder willnot know if, and to what extent, the proration procedures will alter the mix of consideration to be received, and theU.S. federal income tax consequences to a U.S. holder will vary depending on such mix.

In the opinion of Ropes & Gray LLP, the material United States federal income tax consequences toU.S. holders will be as follows:

Exchange of Clear Channel Common Stock Solely For Cash. A U.S. holder who exchanges Clear Channelcommon stock solely for cash will recognize capital gain or loss equal to the difference between the amount of cashreceived and such holder’s tax basis in the shares of Clear Channel common stock surrendered therefor. Such gain orloss will be long-term capital gain or loss if, as of the Effective Time, the holding period for such Clear Channelcommon stock is more than one year.

Exchange of Clear Channel Common Stock Solely for Holdings Common Stock. A U.S. holder whoexchanges Clear Channel common stock solely for Holdings Class A common stock will not recognize any gain

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or loss upon the exchange, except to the extent that cash is received instead of fractional shares. Such holder willhave a tax basis in the Holdings Class A common stock received equal to the tax basis of Clear Channel commonstock surrendered therefor (excluding any tax basis allocated to fractional shares). The holding period for theHoldings Class A common stock received in the exchange will include the holder’s holding period for ClearChannel common stock surrendered therefor.

Exchange of Clear Channel Common Stock for a Combination of Holdings Common Stock and Cash. AU.S. holder who exchanges Clear Channel common stock for a combination of Holdings Class A common stock andcash will be treated as having disposed of such holder’s shares of Clear Channel common stock in two separatetransactions — a transfer to Clear Channel of a portion of such holder’s Clear Channel common stock solely inexchange for cash, which we will refer to in this proxy statement/prospectus as the “Deemed Redemption,” and atransfer to Holdings of the balance of such holder’s Clear Channel common stock in exchange for cash and HoldingsClass A common stock, which we will refer to in this proxy statement/prospectus as the “Deemed Exchange”.

The relative number of shares of Clear Channel common stock disposed of by a U.S. holder in the DeemedRedemption and the Deemed Exchange, respectively, will depend on the number of shares of Holdings Class Acommon stock received by such holder in the merger and the extent to which the cash consideration in the merger isattributable to equity financing provided to Holdings by the Sponsors or debt financing that Clear Channel will beobligated to repay. Consistent with the characterization as a Deemed Redemption and a Deemed Exchange, aU.S. holder will be required to bifurcate the cash received in the merger with respect to the Clear Channel commonstock between two categories: (a) the amount of such cash that is attributable to debt financing that Clear Channelwill be obligated to repay, which we will refer to in this proxy statement/prospectus as “Clear Channel Cash” and(b) the amount of such cash that is attributable to equity financing provided to Holdings by the Sponsors, which wewill refer to in this proxy statement/prospectus as “Sponsor Cash”. The allocation of the total cash considerationreceived in the merger by a U.S. holder between Clear Channel Cash and Sponsor Cash is discussed below. Thepercentage of such total cash consideration that is Clear Channel Cash and the percentage of such total cashconsideration that is Sponsor Cash will be the same for each U.S. holder.

Deemed Redemption. The Clear Channel Cash portion of the total cash received by a U.S. holder in themerger with respect to Clear Channel common stock will be treated as received in the Deemed Redemption. SuchU.S. holder will be treated as recognizing taxable gain or loss equal to the difference between the amount of theClear Channel Cash that such holder receives and such holder’s allocable tax basis in the Clear Channel commonstock transferred in the Deemed Redemption. The Clear Channel Cash received by a U.S. holder will be equal to thetotal cash received by such holder in the merger with respect to Clear Channel common stock multiplied by afraction, the numerator of which will be the amount of Clear Channel Cash received by all holders in the merger andthe denominator of which will be the total cash received by all holders in the merger with respect to Clear Channelcommon stock. This fraction cannot be computed accurately until after the Effective Time. Clear Channel intends toreport its computation of such fraction to the holders as supplemental information to the IRS Form 1099-B, or otherappropriate information reporting. With respect to any U.S. holder, the number of shares of Clear Channel commonstock treated as redeemed by Clear Channel in the Deemed Redemption will equal the Clear Channel Cash receivedby such holder divided by the per share Cash Consideration.

Any gain recognized on the Deemed Redemption by such U.S. holder will be treated as capital gain. Any gainthat is treated as capital gain will be long-term capital gain if such holder has the held the Clear Channel commonstock deemed surrendered in the Deemed Redemption for more than one year as of the effective time of the merger.

Deemed Exchange. Any shares of Clear Channel common stock of a U.S. holder that are not treated asredeemed pursuant to the Deemed Redemption will be treated as exchanged for Holdings Class A common stockand Sponsor Cash in the Deemed Exchange.

A U.S. holder will not recognize any loss on the Deemed Exchange and will recognize gain, if any, on theDeemed Exchange equal to the lesser of:

• the amount of Sponsor Cash received and

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• the gain realized on the Deemed Exchange, which will be equal to the excess of (i) the sum of the fair marketvalue of the Holdings Class A common stock and the Sponsor Cash received by such U.S. holder over(ii) such holder’s tax basis in Clear Channel common stock surrendered in the Deemed Exchange.

The Sponsor Cash will be equal to the total cash received by such U.S. holder in the merger with respect toClear Channel common stock multiplied by a fraction, the numerator of which is the amount of Sponsor Cashreceived by all holders in the merger and the denominator of which is the total cash received by all holders in themerger with respect to Clear Channel common stock. This fraction cannot be computed accurately until after theeffective time of the merger. Clear Channel intends to report its computation of such fraction to the holders assupplemental information to the IRS Form 1099-B, or other appropriate information reporting.

As indicated above, a U.S. holder that is deemed to exchange Clear Channel common stock held at a loss forClass A common stock of Holdings and Sponsor Cash will not recognize that loss for federal income tax purposes.Moreover, such a U.S. holder will be deemed for federal income tax purposes to have exchanged more shares ofClear Channel common stock for Class A common stock of Holdings and cash than the actual number of suchU.S. holder’s shares of Clear Channel common stock that are accepted in the merger in exchange for Class Acommon stock of Holdings. This is because, in addition to actually exchanging Clear Channel common stock forClass A common stock of Holdings, such U.S. holder will be deemed to have exchanged Clear Channel commonstock for such U.S. holder’s pro rata share of the cash merger consideration attributable to the equity financingprovided by the Sponsors to Holdings. See “Financing” beginning on page 98 of this proxy statement/prospectus.Thus, such U.S. holder will be unable to recognize a loss for federal income tax purposes not only on suchU.S. holder’s Clear Channel common stock actually exchanged for Class A common stock of Holdings, but also onsuch U.S. holder’s Clear Channel common stock that is deemed exchanged for cash attributable to the equityfinancing provided by the Sponsors to Holdings.

Any gain recognized in Deemed Exchange by such U.S. holder will be treated as capital gain. Any gain that istreated as capital gain will be long-term capital gain if such holder has held the Clear Channel common stockdeemed surrendered in the Deemed Exchange for more than one year as of the effective time of the merger.

The aggregate tax basis of the Holdings Class A common stock received by a U.S. holder in the DeemedExchange will be equal to the U.S. holder’s aggregate tax basis in the Clear Channel common stock surrendered inthe Deemed Exchange, decreased by the amount of Sponsor Cash received by the U.S. holder and increased by theamount of gain recognized by the U.S. holder in connection with the Deemed Exchange. The holding period for theHoldings Class A common stock received will include the holding period for the Clear Channel common stocksurrendered therefor.

Possible Collapse of Deemed Redemption into Deemed Exchange by the Internal Revenue Service. Asindicated above, in the opinion of Ropes & Gray LLP, the Deemed Redemption and the Deemed Exchange will berecognized as separate transactions. There is a slight possibility that the IRS might take the position that the DeemedRedemption should not be recognized as a separate transaction from the Deemed Exchange, with the result thatU.S. holders should be treated as having contributed all of their Clear Channel common stock to Holdings inexchange for cash and Holdings Class A common stock. Such a position, however, would be contrary to the vastbulk of relevant IRS authority. If this matter were ever fully litigated, in the opinion of Ropes & Gray LLP, a courtwould conclude that the Deemed Redemption is taxable as a separate transaction for United States federal incometax purposes. In the unlikely event that the IRS were to take, and prevail on, the position that the DeemedRedemption should not be recognized as a separate transaction, a U.S. holder would not be permitted to recognizeany taxable loss as a result of the merger, and would be required to recognize a taxable gain equal to the lesser of(x) the cash that such holder received in the merger, and (y) the excess, if any, of the fair market value of theHoldings Class A common stock and the cash received in the merger over such U.S. holder’s tax basis in the sharesof Clear Channel common stock surrendered in the merger. As a result, a U.S. holder might recognize more taxablegain in connection with the merger.

Information on the Merger to Be Filed with Clear Channel Shareholders’ Returns. A U.S. holder whoreceives Holdings Class A common stock, and following the effective time of the merger owns Holdings Class Acommon stock representing at least 5% of the total combined voting power or value of the total outstandingHoldings Class A common stock, will be required to attach to such U.S. holder’s U.S. federal income tax return for

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the year in which the merger is consummated, and maintain a permanent record of, a complete statement thatcontains the information listed in Treasury Regulation Section 1.351 — 3T. Such statement must include suchU.S. holder’s aggregate fair market value and tax basis in such U.S. holder’s Clear Channel common stocksurrendered in the exchange.

Information Reporting and Backup Withholding. Payments of cash pursuant to the merger will be subject toinformation reporting and backup withholding unless (i) they are received by a corporation or other exemptrecipient or (ii) the recipient provides correct taxpayer identification number and certifies that no loss of exemptionfrom backup withholding has occurred.

A U.S. holder who provides an incorrect taxpayer identification number may be subject to penalties imposedby the IRS. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a creditagainst the U.S. holder’s United States federal income tax liability and may entitle such U.S. holder to a refund,provided that the required information is timely furnished to the IRS.

Tax matters are very complicated, and the tax consequences of the merger to you will depend upon thefacts of your particular situation. The discussion set forth above, while based upon the reasoned judgment ofcounsel, addresses legal issues with respect to which there is uncertainty. Accordingly, we strongly urge you toconsult with a tax advisor to determine the particular federal, state, local, or foreign income or other taxconsequences to you of the merger.

ACCOUNTING TREATMENT OF TRANSACTION

We expect that the merger will be accounted for as a purchase in conformity with Statement of FinancialAccounting Standards No. 141, Business Combinations and Emerging Issues Task Force Issue 88-16, Basis inLeveraged Buyout Transactions. As a result of the potential continuing ownership of certain members ofmanagement and the potential continuing ownership of large shareholders, Clear Channel expects to allocate aportion of the purchase price to the assets and liabilities at their respective fair values with the remaining portionrecorded at the continuing shareholders’ historical basis. Any residual amount will be recorded as goodwill.

REGULATORY APPROVALS

Hart-Scott-Rodino

Under the HSR Act and the rules promulgated thereunder, Clear Channel cannot complete the merger until itnotifies and furnishes information to the Federal Trade Commission (the “FTC”) and the Antitrust Division of theU.S. Department of Justice, and specified waiting period requirements are satisfied.

The parties have agreed that if the FTC or the Antitrust Division of the U.S. Department of Justice has notgranted the necessary approvals under the HSR Act as of August 16, 2007, then if Clear Channel’s and the Fincos’respective antitrust counsel, in their professional judgment, jointly determine that a divestiture is required to obtainthe necessary approvals under the HSR Act, they will provide notice of such determination to the Fincos and theFincos have agreed promptly, and in any event by November 15, 2007, to implement the divestiture. Under the termsof the merger agreement, a “divestiture” of any asset or business means (i) any sale, transfer, separate holding,divestiture or other disposition, or any prohibition of, or any limitation on, the acquisition, ownership, operation,effective control or exercise of full rights of ownership, of such asset or (ii) the termination or amendment of anyexisting or contemplated governance structure of Merger Sub or Clear Channel or contemplated contractual orgovernance rights of Merger Sub or Clear Channel.

The parties have had discussions with the Antitrust Division of the Department of Justice in anticipation ofmaking their required Hart-Scott-Rodino filings, although the filings have not yet been submitted.

FCC Regulations

Under the Communications Act, Clear Channel and the Fincos may not complete the merger unless they havefirst obtained the FCC Consent. FCC approval is sought through the filing of applications with the FCC, which are

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subject to public comment and objections from third parties. Pursuant to the merger agreement, the parties filed onDecember 12, 2006 the applications to transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos.

The number of broadcast stations owned by Clear Channel in certain markets exceeds the number ofcommonly owned stations permitted under recently modified FCC rules governing media ownership, and suchgroups of stations must be brought into compliance with such modified rules at the time of the merger. In a numberof such markets, Clear Channel has entered into or intends to enter into agreements to sell to third party buyers asufficient number of stations to bring its holdings in such markets into compliance with FCC media ownership rules.On June 19, 2007, Clear Channel filed applications to place into a divestiture trust a sufficient number of its FCClicenses to ensure compliance with the FCC’s media ownership rules at the time of the merger. It is anticipated that,to the extent Clear Channel is unable to complete all necessary third party sales to achieve compliance with the rulesat the time of the merger, all remaining stations necessary to be divested will be conveyed to the divestiture trustconcurrently with the closing of the merger. The FCC will likely condition its approval of the merger on ClearChannel’s prior or concurrent divestiture (either to a third party buyer or a trust) of a sufficient number of stations ineach of the affected markets to bring its holdings into compliance with the FCC’s media ownership rules at the timeof the merger.

The parties anticipate that FCC approval of the merger can be obtained by the late third quarter or early fourthquarter of 2007. The timing or outcome of the FCC approval process, however, cannot be predicted.

The Fincos have agreed to take promptly any and all steps necessary to avoid or eliminate any impediment(including any impediment under the FCC’s media ownership rules) to obtaining the FCC Consent so as to enablethe parties to close the transactions contemplated by the merger agreement as promptly as practicable.

Other

The merger is also subject to review by governmental authorities of various other jurisdictions under theantitrust, communication and investment review laws of those jurisdictions.

STOCK EXCHANGE LISTING

Following the consummation of the merger, shares of Holdings Class A common stock will not be listed on anational securities exchange. It is anticipated that, following the merger, the shares of Class A common stock will bequoted on the Over-the-Counter Bulletin Board.

RESALE OF HOLDINGS CLASS A COMMON STOCK

The shares of Holdings Class A common stock issued in the merger will not be subject to any restrictions ontransfer arising under the Securities Act, except for shares issued to any Clear Channel shareholder who may bedeemed to be an “affiliate” of Clear Channel or Holdings for purposes of Rule 144 or Rule 145 under the SecuritiesAct.

MERGER RELATED LITIGATION

We are aware of eight putative class action complaints that were filed in the District Court of Bexar County,Texas, in connection with the merger. Of these putative class action complaints, the following three have beendismissed: Murphy v Clear Channel Communications, Inc., et al., No. 2006CI17647 (filed November 16, 2006),Manson v. Clear Channel Communications, Inc., et al., No. 2006CI17656 (filed November 16, 2006), and MetzlerInvestment GmbH v. Clear Channel Communications, Inc., et al., No. 2006CI18067 (filed November 28, 2006).

The remaining five actions — Teitelbaum v. Clear Channel Communications, Inc., et al., No. 2006CI17492(filed November 14, 2006), City of St. Clair Shores Police and Fire Retirement System v. Clear ChannelCommunications, Inc., et al., No. 2006CI17660 (filed November 16, 2006), Levy Investments, Ltd. v. ClearChannel Communications, Inc., et al., No. 2006CI17669 (filed November 16, 2006), DD Equity Partners LLC v.Clear Channel Communications, Inc., et al., No. 2006CI7914 (filed November 22, 2006), and Pioneer Investments

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Kapitalanlagegesellschaft MBH v. Clear Channel Communications, Inc., et. al., No. 2006CI18542 (filed Decem-ber 7, 2006) — have been consolidated for pretrial purposes only into one proceeding (the “ConsolidatedClass Action”), captioned In re Clear Channel Communications, Inc. Shareholders Litigation, CauseNo. 2006-CI-17492. The Second Amended Complaint currently pending in the Consolidated Class Action allegesthat Clear Channel and its directors breached their fiduciary duties in connection with the proposed merger and inconnection with the disclosures in the merger proxy statement. The complaint also alleges that Bain CapitalPartners, LLC and Thomas H. Lee Partners, L.P. aided and abetted those breaches of fiduciary duty. The complaintseeks damages and an order enjoining the defendants from completing the proposed transaction. On May 4, 2007,the plaintiff filed a Supplemental Memorandum of Law in Support of Plaintiff’s Motion for a TemporaryRestraining Order and Temporary Injunction, which sought an order enjoining the shareholder vote that waspreviously scheduled for May 8, 2007. No action was taken by the Court on plaintiff’s request for an injunction andno hearing is currently scheduled.

In addition to the actions described above, we are aware of two shareholder derivative complaints namingClear Channel and its directors as defendants. The first action, also filed in the District Court of Bexar County,Texas, Rauch v. Clear Channel Communications, Inc., et al., No. 2006CI17436 (filed November 22, 2006) allegesbreach of fiduciary duties, abuse of control, gross mismanagement, and waste of corporate assets by the defendants.The complaint seeks an order declaring the employment agreements with Messrs. L. Lowry Mays, Mark P. Mays,and Randall T. Mays unenforceable or rescinding them, declaring the merger agreement unenforceable andrescinding it, directing the defendants to exercise their fiduciary duties to obtain a transaction that is in the bestinterests of Clear Channel and its shareholders, imposing a constructive trust upon any benefits improperly receivedby the defendants, and directing the payment of plaintiff’s costs and fees. The Rauch litigation has beenconsolidated with the five putative class action complaints described above for limited pre-trial purposes, butis not set for hearing.

The second action, filed in the United States District Court for the Western District of Texas, Alaska LaborersEmployees Retirement Fund v. Clear Channel Communications, Inc., et al., No. SA07CA0042RF (filed January 11,2007) contains both derivative and class action claims and alleges, among other things, that Clear Channel’sdirectors violated federal securities laws, breached their fiduciary duties, abused their control of Clear Channel, andgrossly mismanaged Clear Channel in connection with the proposed merger. The complaint also alleges that BainCapital Partners, LLC and Thomas H. Lee Partners, L.P. are liable as controlling persons under the federal securitieslaws and that Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. also aided and abetted Clear Channel’sdirectors in breaching their fiduciary duties. The Alaska Laborers complaint seeks a determination that class actionstatus is proper, a declaration that the merger agreement was entered into in breach of Clear Channel’s directorsfiduciary duties, an order enjoining the merger, an order directing that Clear Channel’s directors exercise theirfiduciary duties to obtain a transaction that is in the best interests of Clear Channel and its shareholders, and an orderimposing a constructive trust upon any benefits improperly received by the defendants, as well as an award ofplaintiff’s costs and fees. On or about March 28, 2007, the Court heard argument on defendants’ motion to dismissthe class action and derivative complaint and ordered that Merger Sub, the Fincos and the Sponsors be dismissedfrom the action.

On January 30, 2007, Pioneer Investments Kapitalanlagegesellschaft mbH (“Pioneer Investments”), located inMunich, Germany and an affiliate of UniCredito Italiona S.p.A. of Milan, Italy, filed a second complaint againstClear Channel and its officers and directors for violations of Section 14(a)-9 of the Securities Exchange Act. Theaction Pioneer Investments Kapitalanlagegesellschaft mbH v. Clear Channel Communications, Inc., et al., CaseNo. SA-007-CA-0997, filed in the United States District Court for the Western District of Texas, San AntonioDivision (the “Pioneer Federal Action”), alleges Clear Channel failed to disclose all relevant and materialinformation in the proxy statement mailed to shareholders on February 1, 2007 in connection with the proposedmerger. On March 9, 2007, Clear Channel filed a motion to dismiss the Pioneer Federal Action on a number ofgrounds including the fact that the claims upon which Pioneer Investments seeks relief in federal court are alreadypending in a consolidated state court class action, of which Pioneer Investments is also a plaintiff. No hearing datehas been scheduled for the motion to dismiss. On the order of Judge Royal Furgeson, who is the presiding judge forthe Alaska Laborers complaint, the Pioneer Federal Action was transferred to his court.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description in this section andelsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the merger agreement,including Amendment No. 1 and Amendment No. 2, which are attached to this proxy statement/prospectus asAnnex A, Annex B and Annex C, respectively, and which are incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about themerger agreement that is important to you. We encourage you to carefully read the merger agreement in its entirety.

The representations, warranties and covenants made by Clear Channel, the Fincos, Holdings and Merger Subare qualified and subject to important limitations agreed to by Clear Channel, the Fincos, Holdings and Merger Subin connection with negotiating the terms of the merger agreement. Furthermore, the representations and warrantiesmay be subject to standards of materiality applicable to Clear Channel, the Fincos, Holdings and Merger Sub thatmay be different from those that are applicable to you.

Effective Time; Marketing Period

The effective time of the merger will occur at the later of the time that Clear Channel and the Fincos cause theArticles of Merger to be executed and filed with the Secretary of State of the State of Texas and the Certificate ofMerger to be filed with the Secretary of State of the State of Delaware, or such later time as provided in the Articlesof Merger and agreed to by the Fincos, Holdings, Merger Sub and Clear Channel. The closing of the merger willoccur as soon as practicable, but in no event later than the second business day after all of the conditions to themerger set forth in the merger agreement have been satisfied or waived, or such other date as the Fincos, Holdings,Merger Sub and Clear Channel may agree. If all of the conditions have been satisfied, but the Marketing Period(defined below) has not expired, then the Fincos are not required to effect the closing until the earlier of:

• a date during the Marketing Period specified by the Fincos on no less than three business days’ written noticeto Clear Channel; and

• the final day of the Marketing Period, or at such other time, date or place as is agreed to in writing by theFincos, Holdings, Merger Sub and Clear Channel.

For purposes of the merger agreement, “Marketing Period” means the first period of 25 consecutive businessdays throughout which time the Fincos have certain financial information required to be provided by Clear Channelunder the merger agreement and the mutual conditions to the obligations of the parties and the conditions to theobligations of the Fincos (other than those conditions that, by their own terms, cannot be satisfied until the closing)have been and remain satisfied. If the Marketing Period has not ended on or before August 17, 2007, the MarketingPeriod will be deemed to commence no earlier than September 4, 2007, or if the Marketing Period has not ended onor before December 14, 2007, the Marketing Period will be deemed to commence no earlier than January 7, 2008.

The purpose of the Marketing Period is to provide Merger Sub and the Fincos with a reasonable andappropriate period of time during which they can market and place the permanent debt financing contemplated bythe debt financing commitments for the purposes of financing the merger.

• The Fincos and the Merger Sub have agreed to use their reasonable best efforts to arrange and obtain thefinancing on the terms and conditions described in the financing commitments, negotiate and finalizedefinitive agreements with respect to the financing on the terms and conditions contained in the financingcommitments, satisfy on a timely basis all conditions applicable to the Fincos or Merger Sub in the definitiveagreements that are within their control, consummate the financing no later than the closing, and enforcetheir rights under the financing commitments; and

• If any portion of the financing becomes unavailable on the terms and conditions contemplated in thefinancing commitments, the Fincos have agreed to promptly notify Clear Channel and the Fincos andMerger Sub have agreed to use their reasonable best efforts to obtain alternative financing from alternativesources, on terms, taken as a whole, that are no more adverse to Clear Channel, as promptly as practicablefollowing the occurrence of such event, but in no event later than the last day of the Marketing Period,including entering into definitive agreements with respect thereto.

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In addition, if all or any portion of the debt financing that is structured as a high yield financing has not beenconsummated, and certain conditions under the merger agreement have been satisfied or waived and the bridgefinancing contemplated by the financing commitments is available on the terms and conditions contemplated in thefinancing commitments, then Merger Sub must use the proceeds of the bridge financing to replace the high yieldfinancing no later than the last day of the Marketing Period.

Effects of the Merger; Structure

At the effective time of the merger, Merger Sub will merge with and into Clear Channel. The separate existenceof Merger Sub will cease, and Clear Channel will survive the merger and continue to exist after the merger as anindirect wholly owned subsidiary of Holdings. Upon completion of the merger, Clear Channel common stock willbe converted into the right to receive either the Cash Consideration or the Stock Consideration. All of ClearChannel’s and Merger Sub’s properties, rights, privileges, powers and franchises, and all of their claims, obliga-tions, liabilities, debts, and duties, will become those of the surviving corporation. Following completion of themerger, Clear Channel common stock will be delisted from the NYSE, deregistered under the Exchange Act, and nolonger publicly traded. The current shareholders of Clear Channel will not participate in any future earnings orgrowth of Clear Channel and will not benefit from any appreciation in value of Clear Channel following theeffective time of the merger, except to the extent that such shareholders receive the Stock Consideration.

Rollover by Shareholders

Under the terms of the merger agreement, the Fincos may allow certain employees of Clear Channel (each, a“Rollover Shareholder”) to convert some or all of the shares of Clear Channel common stock or other equity orconvertible securities of Clear Channel held by them (“Rollover Shares”) into equity securities of Holdings in lieuof receiving the applicable portion of the Merger Consideration. The equity securities of Holdings that will beissued in connection with the rollover will not decrease the 30,612,245 shares of Holdings Class A common stockavailable for issuance as Stock Consideration.

Pursuant to the Letter Agreement each of Messrs. Mark P. Mays and Randall T. Mays have agreed to convert$10 million, in the aggregate, of shares of Clear Channel common stock, shares of Clear Channel restricted stockand/or “in the money” Clear Channel stock options into equity securities of Holdings, in the same proportion as thatof the Fincos. Additionally, Clear Channel has been informed that the Fincos and the Sponsors have providedMessrs. L. Lowry Mays and B. J. McCombs, each a member of Clear Channel’s board of directors, the opportunityto convert a portion of their shares of Clear Channel common stock, shares of Clear Channel restricted stock and/or“in the money” Clear Channel stock options held by them into equity securities of Holdings. Mr. L. Lowry Mays’current intention is to sell 100% of his equity securities in Clear Channel. However, if he seeks to rollover someportion of his holdings, Mr. L. Lowry Mays has informed Clear Channel that he will be selling a substantial majorityof his holdings in the transaction.

The Fincos, Holdings and Merger Sub have informed Clear Channel that they anticipate offering certainmembers of Clear Channel’s management the opportunity to convert a portion of their current equity interests inClear Channel into equity in Holdings and/or to the right to purchase equity interests in Holdings. Although ClearChannel believes members of its management team are likely to enter into new arrangements to purchase orparticipate in the equity of Holdings, these matters are subject to further negotiations and discussion and no terms orconditions have been finalized (other than the Letter Agreement). Any such new arrangements are expected to beentered into prior to the completion of the merger. For further discussion, see the section titled “Equity Rollover”above.

Treatment of Common Stock and Other Securities

Clear Channel Common Stock

At the effective time of the merger, each Public Share issued and outstanding immediately prior to the effectivetime of the merger will automatically be converted into the right to receive, at the election of the holder of record andsubject to proration (as more fully described under the headings “Election Procedures” and “Proration Procedures”below), either (x) an amount equal to $39.20 in cash without interest, plus the Additional Consideration, if any (the

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“Cash Consideration”) or (B) one validly issued, fully paid and non assessable share of Holdings Class A commonstock (valued at $39.20 per share based on the cash purchase price to be paid by investors that buy Holdingscommon stock for cash in connection with the closing of the merger), plus the Additional Consideration, if any,payable in cash (the “Stock Consideration”). The following shares, which shares are not Public Shares, will not beconverted into the right to receive the consideration described in the preceding sentence:

• shares of Clear Channel common stock held in Clear Channel’s treasury or owned by Merger Sub orHoldings immediately prior to the effective time of the merger, which shares will automatically be canceled,retired and will cease to exist without conversion or consideration;

• shares of Clear Channel common stock held by shareholders who do not vote in favor of approval andadoption of the merger agreement and who have properly demanded and perfected their appraisal rights inaccordance with Texas law, which shares will be entitled to only such rights as are granted by Texas law; and

• Rollover Shares.

Pursuant to separate agreements entered into by the Fincos and each member of Clear Channel’s board ofdirectors (the “affiliated holders”), each member of Clear Channel’s board of directors has agreed, as part of themerger, to convert all shares of Clear Channel common stock held by such affiliated holder, or issuable uponexercise of Clear Channel stock options held by such affiliated holder (other than Rollover Shares, which will notaffect the number of shares of Holdings Class A common stock available for issuance as Stock Consideration) intothe Cash Consideration.

Each Public Share, when converted into Stock Consideration or Cash Consideration, will automatically becanceled, and will cease to exist. After the effective time of the merger, each outstanding stock certificate or book-entry share representing shares of Clear Channel common stock converted in the merger will represent only the rightto receive the Cash Consideration or the Stock Consideration, as elected by each holder of record, with respect toeach such Public Share.

The term “Additional Consideration” means, if the effective time of the merger occurs after January 1, 2008, anadditional amount for each share of Clear Channel common stock equal to the lesser of:

• the pro rata portion, based upon the number of days elapsed since January 1, 2008, of $39.20 multiplied by8% per annum, or

• an amount equal to (a) the operating cash flow for Clear Channel and its subsidiaries for the period from andincluding January 1, 2008 through and including the last day of the last month preceding the closing date ofthe merger for which financial statements are available at least ten (10) calendar days prior to the closing dateof the merger less dividends paid or declared with respect to the foregoing period and amounts committed orpaid to purchase equity interests in Clear Channel or derivatives thereof with respect to that period (but onlyto the extent that those dividends or amounts are not deducted from the operating cash flow for ClearChannel and its subsidiaries for any prior period) divided by (b) the sum of the number of outstanding sharesof Clear Channel common stock (including outstanding shares of Clear Channel restricted stock) plus thenumber of shares of Clear Channel common stock issuable pursuant to convertible securities of ClearChannel outstanding at the closing date of the merger with exercise prices less than the MergerConsideration.

The term “operating cash flow” means an amount determined on a consolidated basis for Clear Channel and itssubsidiaries as follows:

• an amount determined in accordance with generally accepted accounting principles equal to the sum of netincome, excluding therefrom any amount described in one or more of the following clauses (but only to theextent included in net income):

(i) the aggregate after-tax amount, if positive, of any net extraordinary, nonrecurring or unusual gains,

(ii) any items of gain or loss from permitted divestitures under the merger agreement,

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(iii) any items of gain or loss from the change in value or disposition of investments, including withrespect to marketable securities and forward exchange contracts,

(iv) any non-cash income, gain or credits included in the calculation of net income,

(v) any net income or loss attributable to non-wholly owned subsidiaries or investments, except to theextent Clear Channel has received a cash dividend or distribution or an intercompany cash payment withrespect thereto during such period,

(vi) any net income attributable to foreign subsidiaries, except to the extent Clear Channel has received acash dividend or distribution or an intercompany cash payment with respect thereto during such period, and

(vii) the cumulative effect of a change in accounting principle, plus

• to the extent net income has been reduced thereby and without duplication, amortization of deferredfinancing fees included in interest expense, depreciation and amortization (including amortization of filmcontracts) and other non-cash charges that are (a) not attributable to subsidiaries whose net income is subjectto clause (v) or (vi) of the first bullet above and (b) not in the nature of provisions for future cash payments,minus

• the amount of cash taxes paid or accrued with respect to such period (including provision for taxes payable infuture periods) to the extent exceeding the amount of tax expense deducted in determining net income, minus

• dividends paid or declared with respect to such period and amounts committed or paid to purchase equityinterests in Clear Channel or derivatives thereof with respect to such period, minus

• capital expenditures made in cash or accrued with respect to such period, minus

• with respect to any income realized outside of the United States, any amount of taxes that would be requiredto be paid in order to repatriate such income to the United States, minus

• cash payments made or scheduled to be made with respect to film contracts.

Clear Channel Stock Options

Prior to the Election Deadline, except as otherwise agreed by the Fincos, Holdings and a holder of ClearChannel stock options, each holder of an outstanding Clear Channel stock option that remains outstanding andunexercised prior to the Election Form Record Date (as defined below), whether vested or unvested may irrevocablyelect to convert such option (on a net share basis) into Net Electing Option Share(s) and further elect to receive theStock Consideration for such Net Electing Option Share(s) (subject to proration) as more fully described belowunder the headings “Election Procedures” and “Proration Procedures”). If a holder of Clear Channel stock optionsdoes not make a valid election to convert such options into Net Electing Option Shares and a valid StockConsideration election (each as described below), then such Clear Channel stock option, whether vested orunvested, will automatically become fully vested and convert into the right at the effective time of the merger toreceive a cash payment (without interest and less applicable withholding taxes) calculated as follows: the product of(i) the excess, if any, of the Cash Consideration plus any Additional Consideration over the exercise price per shareof Clear Channel stock option and (ii) the number of shares of Clear Channel common stock issuable upon exerciseof such Clear Channel stock option (the “Option Payment”). As of the effective time of the merger, subject to certainexceptions, Clear Channel stock options will no longer be outstanding and will automatically cease to exist, and theholders thereof will no longer have any rights with respect to such Clear Channel stock options, except the right toreceive the Merger Consideration or cash payment described above.

Clear Channel Restricted Stock

As of the effective time of the merger, except as otherwise agreed by the Fincos and a holder of shares of ClearChannel restricted stock, each share of Clear Channel restricted stock that remains outstanding as of the effectivetime of the merger, whether vested or unvested, will automatically become fully vested and become free ofrestriction and will be cancelled and converted into the right to receive, at the election of the holder thereof, the CashConsideration or the Stock Consideration at the election of the holder of record and subject to proration (as more

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fully described under the headings “Election Procedures” and “Proration Procedures” below). Except as otherwiseagreed by the Fincos, Holdings, Clear Channel and a holder of Clear Channel restricted stock, any unaffiliatedholder of restricted shares of Clear Channel common stock who would like to make a Stock Election with respect tosuch shares, must do so prior to the Election Deadline using the procedures described below.

Election Procedures

Each holder of Public Shares who is a holder as of the record date for the Shareholders’ Meeting (the “ElectionForm Record Date”) is entitled to make an election to receive either the Cash Consideration (a “Cash Election”) orthe Stock Consideration (a “Stock Election”) with respect to all Public Shares held on the Election Form RecordDate. You will be required to deliver a letter of transmittal together with stock certificates or book-entry sharesevidencing all of the shares for which you make a Stock Election prior to the Election Deadline. For purposes of themerger agreement, a holder of Public Shares who does not make a valid election prior to the Election Deadline,including any failure to return the form of election prior to the Election Deadline, any revocation of a form ofelection or any failure to properly complete the form of election, or any failure to submit a letter of transmittal(including stock certificates or book-entry shares) will be deemed to have elected to receive the Cash Considerationfor each Public Share. Holdings may, in its sole discretion reject all or any part of a Stock Election made by anon-U.S. person, if Holdings determines that the rejection would be reasonable in light of the requirements ofArticle VIII, Section 6 of Clear Channel’s by-laws or Article X of Holdings’ second amended and restatedcertificate of incorporation or such rejection is otherwise advisable to facilitate compliance with FCC restrictions onforeign ownership. Holdings may also reject all or any part of a Stock Election if such election is made incontravention of an agreement entered into between Fincos and a member of the Clear Channel board of directors.In the event that a Stock Election or portion of a Stock Election is rejected then the holder making the rejected StockElection will be deemed to have made a Cash Election with respect to the holder’s shares of Clear Channel commonstock subject to the rejected Stock Election.

Each person (other than an affiliated holder) who holds Clear Channel stock options on the ElectionForm Record Date is also entitled to make a Stock Election with respect to any Net Electing Option Share heldby such holder by submitting a form of election specifying (i) the number of Clear Channel stock options that theholder irrevocably commits to exercise immediately prior to the effective time of the merger and (ii) thecorresponding number of Net Electing Option Shares that the holder desires to convert into the Stock Consideration(i.e. paying the exercise price using the value of the shares of Clear Channel common stock underlying such ClearChannel stock option) and a letter of transmittal together with a stock option agreement or other evidence ofownership, as applicable. Any holder of Clear Channel stock options who fails to properly submit a form of electionand a letter of transmittal together with a stock option agreement or other evidence of ownership, as applicable, onor before the Election Deadline will be deemed to have failed to make an election and such holder’s Clear Channelstock options will be treated as if no Stock Election for the Net Electing Option Shares was made, as described in thesection titled “Clear Channel Stock Options” above, and will be converted into the right to receive a cash payment atthe effective time of the merger. Any Stock Election with respect to Clear Channel stock options will be subject tothe procedures (including with regard to acceptance and rejection) described in the preceding paragraph.

All Stock Elections with respect to Clear Channel Common Stock and Net Electing Option Shares may berevoked at any time prior to the Election Deadline. If you revoke your Stock Election and withdraw your PublicShares prior to the Election Deadline, the paying agent will return the stock certificates or book-entry sharesrepresenting the withdrawn shares to you. From and after the Election Deadline, all Stock Elections will beirrevocable.

Proration Procedures

Pursuant to the merger agreement, the maximum aggregate number of Public Shares and Net Electing OptionShares that may be converted to shares of Holdings Class A common stock may not exceed 30,612,245 (the“Maximum Stock Election Number”). In the event that the holders elect to convert an aggregate number of PublicShares and Net Electing Option Shares exceeding the Maximum Stock Election Number, each holder who elected

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to convert Public Shares and/or Net Electing Option Shares into shares of Holdings Class A common stock willreceive:

• a pro-rata number of shares of Holdings Class A common stock determined in the following manner:

• a proration factor will be determined by dividing the Maximum Stock Election Number by the totalnumber of Public Shares and Net Electing Option Shares for which holders have made valid StockElections (“Stock Election Shares”); and

• with respect to each form of election submitted by a record holder of Public Shares and/or Clear Channelstock options, the number of Stock Election Shares will be converted into the right to receive a number ofshares of Holdings Class A common stock (plus the Additional Consideration, if any, which will be paid incash) equal to the product of (x) the proration factor times (y) the total number of Stock Election Sharesreflected on such form of election; plus

• the right to receive the Cash Consideration with respect to the Public Shares and Net Electing OptionShares elected to be converted into Holdings Class A common stock which are not converted into shares ofHoldings Class A common stock.

If pursuant to a single form of election (and after proration, if any), a holder of Public Shares and/or NetElecting Option Shares will receive shares of Holdings Class A common stock representing more than 9.9% of theshares of Holdings Class A common stock outstanding as of the Effective Date (the “Individual Cap”), the numberof shares of Holdings Class A common stock to be received by such holder will be reduced to the number of sharesequal to the Individual Cap. In addition, the holder will receive Cash Consideration for the number of shares ofPublic Shares and/or Net Electing Option Shares that are cut back. The number of shares of Public Shares and/orNet Electing Option Shares that are cut back will be reallocated pro rata to holders who have not received thenumber of shares of Holdings Class A common stock covered by such holders’ valid Stock Elections; provided thatsuch holders have not exceeded their respective Individual Caps. The allocation process will continue until theMaximum Stock Election Number is reached or all holders who have elected Stock Consideration have reachedtheir Individual Cap. Any Public Shares that will not be converted into Stock Consideration as a result of cutback orproration will be converted into Cash Consideration, and all stock certificates or book-entry shares representingsuch shares will be returned to the holder of such shares.

Exchange and Payment Procedures

In the event that the Clear Channel shareholders approve the merger, the paying and exchange agent (the“paying agent”) selected by Holdings and Merger Sub (and reasonably acceptable to Clear Channel) will coordinatewith Merger Sub, Holdings and Clear Channel to perform the proration of the Stock Elections described above andpromptly after the shareholders’ meeting, notify each holder who made a valid Stock Election of the number ofPublic Shares and Net Electing Option Shares which will be converted into the right to receive the StockConsideration. Each Clear Channel shareholder will be required to deliver to the paying agent a letter of transmittaltogether with stock certificates or book-entry shares evidencing all of the shares for which such holder has elected toreceive Stock Consideration at the time the Stock Election is made. The paying agent may reject any Stock Electionthat is not accompanied by a letter of transmittal (including stock certificates and book-entry shares). Each holder ofClear Channel stock option(s) will be required to deliver to the paying agent a letter of transmittal together with astock option agreement or other evidence of ownership, as applicable, representing the stock options to be convertedinto the Stock Consideration. If a holder does not timely submit a properly executed letter of transmittal togetherwith a stock option agreement or other evidence of ownership, as applicable, the paying agent may reject theapplicable Stock Election. Any holder whose Stock Election is rejected due to such failure shall be deemed to havemade a Cash Election with respect to such Public Shares and Net Electing Option Shares and shall be entitled onlyto the Cash Consideration for such shares. Any Public Shares that will not be converted into Stock Consideration asa result of cutback or proration will be converted into Cash Consideration, and all stock certificates or book-entryshares underlying such shares will be returned to the holder of such shares.

On the closing date of the merger, promptly following the effective time of the merger, the survivingcorporation and Holdings will deposit or cause to be deposited with the paying agent (i) cash in an amount equal to

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the aggregate amount of the Cash Consideration to be paid, (ii) certificates representing Holdings Class A commonstock in an amount equal to the aggregate amount of Stock Consideration, (iii) cash in an amount equal to theaggregate amount of cash payments to be paid in lieu of any fractional shares, and (iv) cash in an amount equal to thetotal amount of Option Payments to be paid.

Appropriate transmittal materials will be provided to the holders of Clear Channel common stock certificates,book-entry shares or Clear Channel stock options not previously submitted to the paying agent promptly followingthe effective time of the merger, and in any event not later than the second business day following the effective timeof the merger, informing the holders of the effectiveness of the merger and the procedure for surrendering ClearChannel common stock share certificates, option certificates and book-entry shares. After holders surrender theircertificates or book-entry shares and submit properly completed and executed transmittal materials to the payingagent, the surrendered certificates will be canceled and those holders will be entitled to receive in exchange thereforthe Cash Consideration, for each share of Clear Channel common stock represented by the surrendered andcanceled certificates, and the cash payment, for any Clear Channel stock options. The paying agent will deliver theCash Consideration or cash payment contemplated to be paid per outstanding share or option within 20 businessdays of the later to occur of the effective time of the merger or the paying agent’s receipt of the certificates or book-entry shares representing those securities.

Following the effective time of the merger, there will be no further transfers of Clear Channel common stock.Any certificate presented to the surviving corporation for transfer (other than those certificates representingdissenting shares) after the effective time of the merger will be canceled and exchanged for the Cash Considerationwith respect to each share of Clear Channel common stock represented by the certificate.

Any portion of the Merger Consideration or any cash payment with respect to Clear Channel stock optionsdeposited with the paying agent that remains undistributed to holders of certificates, book-entry shares, ClearChannel stock options, or restricted shares one year after the effective time of the merger will be delivered, if cash,to the surviving corporation, and, if shares of Holdings Class A common stock, to Holdings, together with interestand other income received by the paying agent. Holders of Clear Channel common stock and/or Clear Channelstock options who at that time have not yet complied with the exchange procedures outlined above will be requiredto look to the surviving corporation and Holdings, as general creditors of the surviving corporation, for payment oftheir claim for cash, without interest, that may be payable upon surrender of their share certificates.

Representations and Warranties

The merger agreement contains representations and warranties of the parties to the merger agreement, whichmay not be intended as statements of facts, but rather as a way of allocating risk to one of the parties if thosestatements prove inaccurate. The assertions embodied in those representations and warranties are qualified byinformation in confidential disclosure schedules that the parties have exchanged in connection with signing of themerger agreement, Amendment No. 1 and Amendment No. 2 and that modify, qualify and create exceptions to therepresentations and warranties contained in the merger agreement. Accordingly, you should not rely on therepresentations and warranties as characterizations of the actual state of facts, because (i) they were made only as ofthe date of the original merger agreement, Amendment No. 1 or Amendment No. 2, as applicable, or a priorspecified date, (ii) in some cases they are subject to qualifications with respect to materiality and knowledge, and(iii) they are modified in important part by the underlying disclosure schedules. Clear Channel’s disclosureschedules contain information that has been included in Clear Channel’s prior public disclosures, as well as non-public information. Moreover, information concerning the subject matter of the representations and warranties mayhave changed since the date of the merger agreement, Amendment No. 1 or Amendment No. 2, as applicable, whichsubsequent information may or may not be fully reflected in Clear Channel’s public disclosures.

Clear Channel makes various representations and warranties in the merger agreement that are subject, in somecases, to exceptions and qualifications (including exceptions that do not create a Material Adverse Effect on ClearChannel (as defined below)). Clear Channel’s representations and warranties relate to, among other things:

• Clear Channel’s and its subsidiaries’ due organization, valid existence, good standing and qualification to dobusiness;

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• Clear Channel’s and its subsidiaries’ articles of incorporation, bylaws and other organizational documents;

• Clear Channel’s capitalization, including in particular the number of issued and outstanding shares of ClearChannel common stock, Clear Channel stock options and warrants and Clear Channel restricted stockoutstanding;

• Clear Channel’s corporate power and authority to enter into the merger agreement, Amendment No. 1 andAmendment No. 2, and to consummate the transactions contemplated by the merger agreement and performits obligations under Amendment No. 1 and Amendment No. 2;

• the approval and recommendation of the merger agreement, Amendment No. 1 and Amendment No. 2, andthe approval of the merger and the other transactions contemplated by the merger agreement by the board ofdirectors (except that the board of directors did not, and will not, make any recommendation to theshareholders with respect to the Stock Consideration);

• the required vote of Clear Channel’s shareholders in connection with the approval and adoption of themerger agreement;

• the absence of certain specified violations of, or conflicts with, Clear Channel’s governing documents,applicable law or certain agreements as a result of entering into the merger agreement and consummating themerger;

• the required consents and approvals of governmental entities in connection with consummation of themerger and the other transactions contemplated by the merger agreement;

• compliance with applicable laws and permits, including FCC licenses;

• our SEC forms, documents, registration statements and reports since December 31, 2004, and to ClearChannel’s knowledge, the SEC forms, documents, registration statements and reports of Clear ChannelOutdoor since November 2, 2005, including the financial statements contained therein;

• our disclosure controls and procedures and internal controls over financial reporting;

• the absence of a Material Adverse Effect on Clear Channel and certain other changes or events related toClear Channel or its subsidiaries since December 31, 2005;

• the absence of certain undisclosed liabilities;

• the absence of legal proceedings and governmental orders against Clear Channel;

• taxes;

• the absence of any untrue statement of a material fact or omission of a material fact required to be stated inthis proxy statement/prospectus or any other document filed with the SEC in connection with the merger;

• our material contracts;

• employment and labor matters affecting Clear Channel or Clear Channel’s subsidiaries, including mattersrelating to the Clear Channel’s or its subsidiaries’ employee benefit plans;

• the inapplicability to the merger agreement and the merger of restrictions imposed on business combinationsby Article 13 of the Texas Business Corporation Act;

• the receipt by the board of directors of a fairness opinion from Goldman Sachs and the receipt by the specialadvisory committee of the board of directors of an opinion from Lazard (except that the fairness opiniondelivered in connection with Amendment No. 2 was an opinion from Goldman Sachs and did not opine onthe shares held by the members of the board of directors of Clear Channel, which shares are subject toseparate agreements with the Fincos described in the section titled “The Merger Agreement — Treatment ofCommon Stock and Other Securities — Clear Channel Common Stock”); and

• the absence of undisclosed brokers’ fees.

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For purposes of the merger agreement, “Material Adverse Effect on Clear Channel” means any event, state offacts, circumstance, development, change, effect or occurrence that has had or would reasonably be expected tohave a material adverse effect on the business condition (financial or otherwise), operations or results of operationsof Clear Channel and its subsidiaries, taken as a whole. However, any event, state of facts circumstance,development, change, effect or occurrence resulting from the following matters will not be taken into accountin determining whether there has been a Material Adverse Effect on Clear Channel and will not constitute a MaterialAdverse Effect on Clear Channel:

• changes in general economic or political conditions or the securities, credit or financial markets in general,in each case, generally affecting the general television or radio broadcasting, music, internet, outdooradvertising or event industries;

• general changes or developments in the general television or radio broadcasting, music, internet or eventindustries, including general changes in law or regulation across such industries;

• the announcement of the merger agreement or the pendency or consummation of the merger;

• the identity of Merger Sub, the Sponsors or any of their affiliates as the acquirer of Clear Channel;

• compliance with the terms of, or the taking of any action required by, the merger agreement or consented toby the Fincos;

• any acts of terrorism or war (other than any of the foregoing that causes any damage or destruction to orrenders unusable any facility or property of Clear Channel or any of its subsidiaries);

• changes in generally accepted accounting principles or the interpretation thereof;

• any weather related event; or

• any failure to meet internal or published projections, forecasts or revenue or earning predictions for anyperiod (provided that the underlying causes of the failure will be considered in determining whether there is aMaterial Adverse Effect on Clear Channel).

The events summarized in the first two bullet points above will not be taken into account in determiningwhether there has been a Material Adverse Effect on Clear Channel except to the extent those changes ordevelopments would reasonably be expected to have a materially disproportionate impact on Clear Channel and itssubsidiaries, taken as a whole, relative to other for-profit participants in the industries and in the geographic marketsin which Clear Channel conducts its businesses after taking into account the size of Clear Channel relative to suchother for-profit participants.

The merger agreement also contains various representations and warranties made jointly and severally by theFincos, Holdings and Merger Sub that are subject, in some cases, to exceptions and qualifications (includingexceptions that do not create a Holdings Material Adverse Effect (as defined below)). The representations andwarranties relate to, among other things:

• their due organization, valid existence and good standing;

• their certificate of incorporation, bylaws and other organizational documents;

• their power and authority to enter into the merger agreement, Amendment No. 1 and Amendment No. 2, andto consummate the transactions contemplated by the merger agreement and perform their obligations underAmendment No. 1 and Amendment No. 2;

• the absence of violations of, or conflicts with, their governing documents, applicable law or certainagreements as a result of entering into the merger agreement and consummating the merger;

• the required consents and approvals of governmental entities in connection with the transactions contem-plated by the merger agreement;

• their qualification under the Communications Act to hold FCC licenses;

• the absence of litigation and government orders against the Fincos, Holdings and Merger Sub;

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• the Fincos’ and Merger Sub’s ability to secure financing for the merger;

• the delivery of limited guarantees of certain of the obligations of the Fincos and Merger Sub executed byeach of the Sponsors;

• the capitalization of Holdings, Merger Sub and any other subsidiaries of Holdings;

• the absence of undisclosed broker’s fees;

• the absence of any untrue statement of a material fact or omission of a material fact required to be stated inany information supplied by the Fincos, Merger Sub or Holdings for inclusion in this proxy statement/prospectus; and

• the solvency of the surviving corporation and Holdings following the consummation of the merger.

For purposes of the merger agreement, a “Holdings Material Adverse Effect” means any event, state of facts,circumstance, development, change, effect or occurrence that is materially adverse to the business, financialcondition or results of operations of Holdings and Holdings’ subsidiaries taken as a whole or may reasonably beexpected to prevent or materially delay or materially impair the ability of Holdings or any of its subsidiaries toconsummate the merger and the other transactions contemplated by the merger agreement.

The representations and warranties in the merger agreement of each of Clear Channel, the Fincos, Holdingsand Merger Sub will terminate at the earlier of the effective time of the merger and the termination of the mergeragreement pursuant to its terms.

Conduct of Clear Channel’s Business Pending the Merger

Under the merger agreement, Clear Channel has agreed that, subject to certain exceptions, between Novem-ber 16, 2006 and the completion of the merger, unless the Fincos give their prior written consent:

• Clear Channel and its subsidiaries will conduct business in the ordinary course and consistent with pastpractice in all material respects; and

• Clear Channel and its subsidiaries will use their reasonable best efforts to preserve substantially intact ClearChannel’s business organizations and to keep available the services of certain senior executive officers.

Clear Channel also has agreed that, during the same time period, subject to certain exceptions, neither ClearChannel nor any of its subsidiaries will take any of the following actions, unless the Fincos give their prior writtenconsent:

• amend Clear Channel’s articles of incorporation or bylaws or the organizational documents of itssubsidiaries;

• issue, sell, pledge, dispose, encumber or grant any equity securities or convertible securities of ClearChannel or its subsidiaries;

• acquire any business organization or any division thereof or any material amount of assets with a purchaseprice in excess of $150 million in the aggregate;

• adjust, recapitalize, reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any equitysecurities or convertible securities of Clear Channel or its subsidiaries;

• other than with respect to the payment by Clear Channel of a regular quarterly dividend, as and whennormally paid, not to exceed $0.1875 per share, declare, set aside for payment or pay any dividend payable incash, property or stock on, or make any other distribution in respect of, any shares of its capital stock;

• create, incur, guarantee or assume any indebtedness except for indebtedness: (i) incurred under ClearChannel’s or a subsidiary’s existing credit facilities, (ii) for borrowed money incurred pursuant to agree-ments in effect prior to the execution of the merger agreement, (iii) as otherwise required in the ordinarycourse of Clear Channel’s business consistent with past practice, or (iv) in an aggregate principal amount notto exceed $250 million;

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• make any material change to its methods of accounting in effect at December 31, 2005, except as required bygenerally accepted accounting principles, Regulation S-X of the Exchange Act, as required by a govern-mental authority, as required by a change in applicable law, or as disclosed in the documents filed by ClearChannel with the SEC prior to November 16, 2006;

• adopt or enter into a plan of restructuring, recapitalization or other reorganization (other than the merger andother than transactions exclusively between Clear Channel and its subsidiaries or between Clear Channel’ssubsidiaries, in which case, the Fincos’ consent will not be unreasonably withheld or delayed);

• sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including securitizations),or subject to any lien (other than permitted liens) or otherwise dispose of any asset or any portion of itsproperties or assets with a sale price in excess of $50 million;

• make any material change in any method of tax accounting or any annual tax accounting period, make,change or rescind any material tax election, participate in any settlement negotiations concerningUnited States federal income taxes in respect of the 2003 or subsequent tax year, settle or compromiseany material tax liability, audit claim or assessment, surrender any right to claim for a material tax refund,file any amended tax return involving a material amount of additional taxes, enter into any closing agreementrelating to material taxes, or waive or extend the statute of limitations in respect of material taxes other thanpursuant to extensions of time to file tax returns obtained in the ordinary course of business;

• grant any stock options, restricted shares or other rights to acquire any of Clear Channel’s or its subsidiaries’capital stock or take any action to cause to be exercisable any otherwise unexercisable options under any ofClear Channel’s option plans, except as may be required under any option plans or an employmentagreement or pursuant to any customary grants made to employees at fair market value (provided that thenumber of shares of Clear Channel common stock thereunder will not exceed 0.25% of the outstandingshares of Clear Channel common stock as of the close of business on November 10, 2006);

• increase the compensation or other benefits payable to (i) current or former directors (including L. LowryMays, Mark P. Mays, and Randall T. Mays in their capacities as executive officers of Clear Channel), (ii) anyother senior executive officers of Clear Channel by an amount exceeding a specified amount agreed upon byClear Channel and the Fincos, or (iii) other employees except in the ordinary course of business consistentwith past practices;

• grant any severance or termination pay to, or enter into any severance agreement with, any current or formerdirector, executive officer or employee of Clear Channel or any of its subsidiaries, except as are required inaccordance with any benefit plan of Clear Channel and in the case of employees other than the seniorexecutive officers, other than in the ordinary course of business consistent with past practice;

• enter into any employment agreement with any director, executive officer or employee of Clear Channel orany of its subsidiaries, except (i) employment agreements to replace a departing executive officer oremployee upon substantially similar terms, (ii) employment agreements with on-air talent, (iii) newemployment agreements entered into in the ordinary course of business providing for compensation notin excess of $250,000 annually and with a term of no more than two years, or (iv) extensions of employmentagreements other than agreements with senior executive officers in the ordinary course of businessconsistent with past practice;

• adopt, approve, ratify, enter into or amend any collective bargaining agreement, side letter, memorandum ofunderstanding or similar agreement with any labor union;

• adopt, amend or terminate any benefit plan of Clear Channel or any retention, change in control, profitsharing, or severance plan or contract for the benefit of any of Clear Channel’s current or former directors,officers, or employees or any of their beneficiaries, except for any amendment to comply withSection 409(A) of the Code.

• make any capital expenditure in excess of $50 million individually, or $100 million in the aggregate, exceptfor any capital expenditures in aggregate amounts consistent with past practice or as required pursuant tonew contracts entered into in the ordinary course of business;

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• make any investment in, or loan or advance (other than travel and similar advances to its employees in theordinary course of business consistent with past practice) to, any person in excess of $25 million in theaggregate for all such investments, loans or advances, other than an investment in, or loan or advance to, asubsidiary of Clear Channel, provided that (other than travel and similar advances in the ordinary course ofbusiness) Clear Channel will not make any loans or advances to any senior executive officer;

• settle or compromise any material claim, suit, action, arbitration or other proceeding, provided that ClearChannel may settle or compromise any claim that is not related to the merger agreement or the transactionscontemplated hereby that do not exceed $10 million individually, or $30 million in the aggregate, and do notimpose any material restriction on the business or operations of Clear Channel or its subsidiaries;

• except with respect to certain permitted divestitures, without the Fincos’ consent (which consent may not beunreasonably withheld, delayed or conditioned), enter into any local marketing or similar agreement inrespect of the programming of any radio or television broadcast station or contract for the acquisition or saleof any radio broadcast station, television broadcast station or daily newspaper or of any equity or debtinterest in any person that directly or indirectly has an attributable interest in any radio broadcast station,television broadcast station or daily newspaper;

• make any amendment or modification to, or give any consent or grant any waiver under, that certain MasterAgreement, dated as of November 16, 2005, by and between Clear Channel and Clear Channel Outdoor (the“Master Agreement”) to permit Clear Channel Outdoor to issue any capital stock, options or other securities,consolidate or merge with another person, declare or pay any dividend, sell or encumber any of its assets,amend, modify, cancel, forgive or assign any intercompany notes or amend, terminate or modify the MasterAgreement or the Corporate Services Agreement, dated November 16, 2005, between Clear ChannelManagement Services, L.P. and Clear Channel Outdoor;

• enter into any transaction, agreement, arrangement or understanding between Clear Channel or any of itssubsidiaries, on the one hand, and any affiliate of Clear Channel (other than its subsidiaries) on the otherhand, of the type that would be required to be disclosed under Item 404 of Regulation S-K that involves morethan $100,000;

• adopt any takeover defenses or take any action to render any state takeover statutes inapplicable to anytransaction other than the transactions contemplated by the merger agreement; or

• authorize or enter into any written agreement or otherwise make any commitment to do any of the foregoing.

FCC Matters

Until the effective time of the merger, Clear Channel has agreed to: (i) use its reasonable best efforts to complywith all material requirements of the FCC applicable to the operation of Clear Channel’s television and radiostations, (ii) promptly deliver to the Fincos copies of any material reports or applications filed with the FCC,(iii) promptly notify the Fincos of any inquiry, investigation or proceeding initiated by the FCC relating to ClearChannel’s television and radio stations, which if determined adversely, would be reasonably likely to have aMaterial Adverse Effect on Clear Channel, and (iv) not make or revoke any election with the FCC that would have,in the aggregate, a Material Adverse Effect on Clear Channel.

Shareholders’ Meeting

Unless the merger agreement is terminated, Clear Channel is required to establish a record date for, duly call,give notice of, convene and hold special meeting of shareholders of Clear Channel for the purpose of voting uponthe approval and adoption of the merger agreement and approval of the merger. Clear Channel is required torecommend that Clear Channel’s shareholders vote in favor of the approval and adoption of the merger agreementand the approval of the merger, except that Clear Channel will not be obligated to recommend to its shareholders theadoption of the merger agreement or the approval of the merger if the board of directors, in accordance with themerger agreement changes, qualifies, withdraws or modifies in any manner adverse to the Fincos its recommen-dation that Clear Channel’s shareholders vote in favor of the approval and adoption of the merger agreement and theapproval of the merger. Clear Channel is also required to use its commercially reasonable efforts to solicit from its

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shareholders proxies in favor of the approval and adoption of the merger agreement and the approval of the mergerand to take all other actions necessary or advisable to secure the vote or consent of its shareholders required by therules of the NYSE and applicable law, unless the board of directors, in accordance with the merger agreementchanges, qualifies, withdraws or modifies in any manner adverse to the Fincos its recommendation that ClearChannel’s shareholders vote in favor of the approval and adoption of the merger agreement and the approval of themerger.

Appropriate Actions

The parties agreed in the merger agreement to use their respective reasonable best efforts to consummate themerger, including, (i) in the case of the Fincos, the obtaining of all necessary approvals under any applicablecommunication laws required in connection with the merger, (ii) obtaining all necessary actions or non-actions,consents and approvals from governmental authorities or other persons and taking all reasonable steps as may benecessary to obtain approval from, or to avoid an action or proceeding, by any governmental authority or otherpersons necessary to consummate the merger, (iii) defending any lawsuits or legal proceedings challenging themerger, including seeking to have any stay or temporary restraining order vacated or reversed, and (iv) executingand delivering any additional instruments necessary to consummate the merger.

Pursuant to the merger agreement, the Fincos and Clear Channel filed on December 12, 2006, all applicationsnecessary in order to obtain the FCC Consent.

The Fincos have agreed to promptly take any and all steps necessary to avoid or eliminate every impedimentand obtain all consents under any antitrust, competition or communications or broadcast law (including the FCCmedia ownership rules), that may be required by any governmental authority to enable the parties to consummatethe merger as promptly as practicable, including committing to or effecting, by consent decree, hold separate order,trust or otherwise, the divestiture of such assets or businesses as are required to be divested in order to obtain theFCC Consent or to avoid the entry of, or to effect the dissolution of or vacate or lift any order, that would otherwisehave the effect of preventing or materially delaying the consummation of the merger.

The parties have agreed that if the FTC or the Antitrust Division of the U.S. Department of Justice has notgranted the necessary approvals under the HSR Act as of August 16, 2007, then if Clear Channel’s and the Fincos’respective antitrust counsel, in their professional judgment, jointly determine that a divestiture is required to obtainthe necessary approvals under the HSR Act, they will provide notice of such determination to the Fincos and theFincos have agreed promptly, and in any event by November 15, 2007, to implement the divestiture.

Access to Information

Until the earlier of the effective time of the merger or the termination of the merger agreement, except asotherwise prohibited by applicable law or the terms of any contract entered into prior to November 16, 2006 or aswould reasonably be expected to violate or result in a loss or impairment of any attorney-client or work productprivilege, Clear Channel will, and will cause each of its subsidiaries to, (i) provide to the Fincos and their respectiveofficers, directors, employees, accountants, consultants, legal counsel, permitted financing sources, agents andother representatives (the “Fincos’ Representatives”) reasonable access during normal business hours to ClearChannel’s and certain material subsidiaries’ officers, employees, offices and other facilities, properties, books,contracts and records and other information as the Fincos may reasonably request regarding the business, assets,liabilities, employees and other aspects of Clear Channel and its subsidiaries, (ii) permit the Fincos to make copiesand inspections thereof as the Fincos may reasonably request, and (iii) furnish promptly to the Fincos suchinformation concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of ClearChannel and its subsidiaries as the Fincos or the Fincos’ Representatives may reasonably request. In addition,during such time, Clear Channel will provide the Fincos and the Fincos’ Representatives copies of each unauditedmonthly consolidated balance sheet of Clear Channel for the month then ended and related statements of earnings,and cash flows in the form and promptly following such time as they are provided or made available to ClearChannel’s senior executive officers.

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Solicitation of Alternative Proposals

The merger agreement provides that through 11:59 p.m. Eastern Standard Time on December 7, 2006 (the“No-Shop Period Start Date”), Clear Channel was permitted to:

• initiate, solicit and encourage Competing Proposals from third parties, including by way of providing accessto non-public information to third parties pursuant to a confidentiality agreement; and

• participate in discussions or negotiations regarding, and take any other action to facilitate any CompetingProposal.

On the No-Shop Period Start Date, Clear Channel agreed to advise the Fincos of the number and identities ofthe parties making a bona fide written Competing Proposal that the board of directors or any committee thereofbelieved in good faith after consultation with Clear Channel’s outside legal and financial advisors, constituted orcould reasonably be expected to lead to a Superior Proposal (as defined below) (any such proposal, an “ExcludedCompeting Proposal”) and provide to the Fincos (within two calendar days) written notice specifying the materialterms and conditions of any such Excluded Competing Proposal. Clear Channel did not receive any CompetingProposals prior to that time.

Commencing on the No-Shop Period Start Date Clear Channel agreed to:

• immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiationwith any persons conducted prior these dates with respect to any actual or potential Competing Proposal; and

• with respect to parties with whom discussions or negotiations have been terminated on, prior to orsubsequent to November 16, 2006, use its reasonable best efforts to obtain the return or the destructionof, in accordance with the terms of the applicable confidentiality agreement, any confidential informationpreviously furnished by it.

From and after the No-Shop Period Start Date until the earlier of the effective time of the merger or the date, ifany, on which the merger agreement is terminated, Clear Channel agreed not to:

• initiate, solicit, or knowingly facilitate or encourage the submission of any inquiries, proposals or offers withrespect to a Competing Proposal;

• participate in any negotiations regarding, or furnish to any person any information in connection with, anyCompeting Proposal;

• engage in discussions with any person with respect to any Competing Proposal;

• approve or recommend any Competing Proposal;

• enter into any letter of intent or similar document or any agreement or commitment providing for anyCompeting Proposal;

• otherwise cooperate with, or assist or participate in, or knowingly facilitate or encourage any effort orattempt by any person (other than the Fincos or their representatives) with respect to a CompetingProposal; or

• exempt any person from the restrictions contained in any state takeover or similar laws or otherwise causethese restrictions not to apply to any person or to any Competing Proposal.

For purposes of the merger agreement, a “Competing Proposal” means any proposal or offer relating to:

• any direct or indirect acquisition or purchase, in any single transaction or series of related transactions, byany person or “group” as defined in Section 13(d) of the Exchange Act, which does not include any of theFincos, Merger Sub or their respective affiliates, of 15% or more of the fair market value of the assets, issuedand outstanding shares of Clear Channel common stock or other ownership interests of Clear Channel and itsconsolidated subsidiaries, taken as a whole, or to which 15% or more of Clear Channel’s and its subsidiariesnet revenues or earnings on a consolidated basis are attributable;

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• any tender offer or exchange offer that if consummated would result in any person or group beneficiallyowning 15% or more of the shares of Clear Channel common stock; or

• any merger, consolidation, business combination, recapitalization, issuance of or amendment to the terms ofoutstanding stock or other securities, liquidation, dissolution or other similar transaction involving ClearChannel as a result of which any person or group acting in concert would acquire 15% or more of the fairmarket value of the assets, issued and outstanding shares of Clear Channel common stock or other ownershipinterests (including capital stock of Clear Channel’s subsidiaries) of Clear Channel and its consolidatedsubsidiaries, taken as a whole or to which 15% or more of Clear Channel’s and its subsidiaries net revenuesor earnings on a consolidated basis are attributable.

Prior to approval and adoption of the merger agreement by Clear Channel’s shareholders, if Clear Channelreceives any written Competing Proposal which the board of directors believes in good faith to be bona fide andwhich the board of directors determines, after consultation with outside counsel and financial advisors, constitutes,or could reasonably be expected to result in, a Superior Proposal, Clear Channel may:

• furnish information to the third party making the Competing Proposal, provided Clear Channel receivesfrom the third party an executed confidentiality agreement; and

• engage in discussions or negotiations with the third party with respect to the Competing Proposal.

Additionally, neither the board of directors nor any committee thereof will change, qualify, withdraw ormodify in any manner adverse to the Fincos, Holdings or Merger Sub, or publicly propose to change, qualify,withdraw or modify in a manner adverse to the Fincos, Holdings or Merger Sub, its recommendation that ClearChannel shareholders approve and adopt the merger agreement (the “Company Recommendation”) or its approvalof the merger agreement and the transactions contemplated thereby, or make any recommendation or publicstatement in connection with a tender offer or exchange offer other than a recommendation against such offer orotherwise take any action inconsistent with the Company Recommendation (collectively, a “Change of Recom-mendation”); provided, that (1) prior to approval and adoption of the merger agreement by Clear Channel’sshareholders, the board of directors may effect a Change of Recommendation and/or terminate the mergeragreement if Clear Channel has received a Competing Proposal that the board of directors has concluded in goodfaith, after consultation with outside legal and financial advisors, constitutes a Superior Proposal and that the failureof the board of directors to effect a Change of Recommendation and/or terminate the merger agreement would bereasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to Clear Channel’sshareholders under applicable law and (2) the board of directors cannot effect a Change of Recommendation orterminate the merger agreement in response to a Superior Proposal unless (i) Clear Channel has provided at least 5business days’ prior written notice to the Fincos of its intention to effect a Change of Recommendation and/orterminate the merger agreement to enter into a definitive agreement with respect to such Superior Proposal, whichspecifies the material terms of conditions of such Superior Proposal, (ii) the board of directors has determined ingood faith, after consultation with outside counsel, that the failure to make a Change of Recommendation inconnection with the Superior Proposal could be reasonably likely to violate the board of directors’ fiduciary dutiesunder applicable law and Clear Channel has promptly notified the Fincos in writing of such determinations and(iii) following such five business day period, during which Clear Channel must in good faith negotiate with theFincos, to the extent the Fincos wish to negotiate, to enable the Fincos to make such proposed changes to the termsof the merger agreement, and taking into account any revised proposal made by the Fincos, the board of directorshas determined in good faith, after consultation with outside counsel, that such Superior Proposal remains aSuperior Proposal. A termination of the merger agreement described in the preceding sentence would be void and ofno force and effect unless concurrently with such termination Clear Channel pays the termination fee as describedbelow “Termination Fees — Clear Channel Termination Fee.”

Clear Channel agreed to advise the Fincos of any Competing Proposal or any inquiry, proposal or offer, requestfor information or request for discussions or negotiations with respect to or that would reasonably be expected tolead to any Competing Proposal, the identity of the person making any Competing Proposal, or inquiry, proposal,offer or request, and to provide the Fincos with a copy (if in writing) and summary of the material terms of any suchCompeting Proposal or such inquiry, proposal or request. Clear Channel agreed to keep the Fincos informed of thestatus of any Competing Proposal or inquiry, proposal or request and not to enter into any confidentiality agreement

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or other agreement with any person subsequent to the date of the merger agreement which prohibits Clear Channelfrom providing such information to the Fincos. Clear Channel also agreed that neither it nor any of its subsidiarieswill terminate, waive, amend or modify any provision or any existing standstill or confidentiality agreement towhich it or any of its subsidiaries is a party and that it and its subsidiaries will enforce the provisions of any suchagreement, unless failure by the board of directors to take such action could reasonably be expected to violate itsfiduciary duties under applicable law.

For purposes of the merger agreement, “Superior Proposal” means any bona fide written offer or proposalmade by a third party (including any shareholder of Clear Channel) to acquire (when combined with such party’sownership of securities of Clear Channel held immediately prior to such offer or proposal) greater than 50% of theissued and outstanding Clear Channel common stock or all or substantially all of the assets of Clear Channel and itssubsidiaries, taken as a whole, pursuant to a tender or exchange offer, a merger, a consolidation, a liquidation ordissolution, a recapitalization, an issuance of securities by Clear Channel, a sale of all or substantially all ClearChannel’s assets or otherwise, on terms which are not subject to a financing contingency and which the board ofdirectors determines in good faith, after consultation with Clear Channel’s financial and legal advisors andconsideration of all terms and conditions of such offer or proposal (including the conditionality and the timing andlikelihood of consummation of such proposal), is on terms that are more favorable to the holders of Clear Channelcommon stock from a financial point of view than the terms set forth in the merger agreement or the terms of anyother proposal made by the Fincos after the Fincos’ receipt of a notification of such Superior Proposal, taking intoaccount at the time of determination, among any other factors, any changes to the terms of the merger agreementthat as of that time had been proposed by the Fincos in writing and the conditionality and likelihood ofconsummation of the Superior Proposal.

In addition to the foregoing, Clear Channel may:

• disclose to the shareholders a position contemplated by Rules 14e-2(a) and 14d-9 under the ExchangeAct; and

• make other disclosures to Clear Channel’s shareholders, if the board of directors reasonably determines ingood faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent withany applicable state or federal securities law.

Indemnification; Directors’ and Officers’ Insurance

Under the terms of the merger agreement, Merger Sub has agreed that all current rights of indemnificationprovided by Clear Channel for its current and former directors or officers will survive the merger and continue infull force and effect. Merger Sub has also agreed to indemnify, defend and hold harmless, and advance expenses toClear Channel’s current and former directors or officers to the fullest extent required by Clear Channel’s articles ofincorporation, bylaws or any indemnification agreement to which Clear Channel is a party.

Additionally, the surviving corporation for the six years following the effective time of the merger, willindemnify and hold harmless each current and former officer and director of Clear Channel from any costs orexpenses paid in connection with any claim, action or proceeding arising out of or related to (i) any acts or omissionsof a current or former officer or director in their capacity as an officer or director if the service was at the request orfor the benefit of Clear Channel or any of its subsidiaries or (ii) the merger, the merger agreement or any transactionscontemplated thereby.

In addition, at Clear Channel’s election, Clear Channel or the Fincos will obtain insurance policies with aclaims period of at least six years from the effective time of the merger with respect to directors’ and officers’liability insurance that provides coverage for events occurring on or before the effective time of the merger. Theterms of the policies will be no less favorable than the existing policy of Clear Channel, unless the annual premiumsof the policies would exceed 300% of the current policy’s premium, in which case the coverage will be the greatestamount available for an amount not exceeding 300% of the current premium.

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Employee Benefit Plans

Under the merger agreement, the Fincos have agreed that they will, and will cause the surviving corporation to:

• for one year following the closing of the merger, provide the surviving corporation’s employees and itssubsidiaries’ employees (other than those senior executive officers who have existing employment agree-ments or other employees that enter into new employment arrangements with the Fincos or the survivingcorporation in connection with the merger) compensation and employee benefits (other than any equity-based benefits) that, in the aggregate, are no less favorable than the compensation and employee benefits forthese employees immediately prior to the consummation of the merger;

• for one year following the closing of the merger, provide to Clear Channel employees who experience atermination of employment severance benefits that are no less than the severance benefits that would havebeen provided to these employees upon a similar termination of employment immediately prior to theeffective time of the merger;

• credit all service with Clear Channel and its subsidiaries for purposes of eligibility and vesting and foraccrual of vacation, other paid time off and severance benefits under any employee benefit plan applicable toemployees of the surviving corporation or its subsidiaries after the consummation of the merger to the extentrecognized by Clear Channel under a corresponding benefit plan; and

• honor any and all collective bargaining agreements.

Financing

• The Fincos and Merger Sub have agreed to use their reasonable best efforts to arrange and obtain thefinancing on the terms and conditions described in the financing commitments, negotiate and finalizedefinitive agreements with respect to the financing on the terms and conditions contained in the financingcommitments, satisfy on a timely basis all conditions applicable to the Fincos or Merger Sub in the definitiveagreements that are within their control, consummate the financing no later than the closing date of themerger, and enforce their rights under the financing commitments;

• The Fincos and Merger Sub have agreed that if any portion of the financing becomes unavailable on theterms and conditions contemplated in the commitments, to promptly notify Clear Channel and use theirreasonable best efforts to obtain alternative financing from alternative sources, on terms, taken as a whole,that are no more adverse to Clear Channel, as promptly as practicable, but in no event later than the last dayof the Marketing Period, including entering into definitive agreements with respect thereto;

• The Fincos and Merger Sub have agreed that if all or any portion of the debt financing structured as a highyield financing has not been consummated, the conditions to closing the merger contained in the mergeragreement (except limited specified exceptions) have been satisfied or waived and the bridge financingcontemplated by the financing commitments is available on the terms and conditions contemplated in thedebt financing commitments, and Merger Sub has agreed to use the bridge financing contemplated in thedebt financing commitments, if necessary, to replace the high yield financing no later than the last day of theMarketing Period; and

• The Fincos have agreed to keep Clear Channel reasonably informed of the status of their efforts to arrangethe debt financing, to provide Clear Channel with copies of the definitive documents related to the debtfinancing promptly upon execution and to give Clear Channel prompt notice of any material breach of ortermination of any financing commitment.

Under the merger agreement, the debt financing commitment may be amended, restated or otherwise modifiedor superseded to add lenders, arrangers or similar agents, increase the amount of debt, replace or modify thefacilities or otherwise replace or modify the debt financing commitment in manner not less beneficial in theaggregate to Merger Sub, Holdings and the Fincos, except that any new debt financing commitments will not(i) adversely amend the conditions to the debt financing set forth in the debt financing commitment in any materialrespect, (ii) reasonably be expected to delay or prevent the closing of the merger, or (iii) reduce the aggregateamount of debt financing available for closing unless replaced with new equity or debt financing.

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Clear Channel has agreed to cooperate in connection with the arrangement of the financing as may bereasonably requested by Merger Sub and the Fincos, provided that such requested cooperation does not unrea-sonably interfere with Clear Channel ongoing operations or otherwise materially impair the ability of any of ClearChannel’s officers or executives to carry out their duties. Such cooperation will include, among other things, at thereasonable request of Merger Sub or the Fincos:

• preparing business, financial and other pertinent information and data of the type required by Regulation S-Xand Regulation S-K under the Securities Act and of the type and form customarily included in privateplacements resold under Rule 144A of the Securities Act to consummate the offerings of debt securitiescontemplated by the debt financing commitments, including delivery of financial statements, compliant withapplicable requirements of Regulation S-K and Regulation S-X and a registration statement on Form S-1under the Securities Act;

• participation in meetings, presentations, road shows, drafting sessions, due diligence sessions and sessionswith rating agencies;

• assistance with the preparation of materials for rating agency presentations, offering documents and similardocuments required in connection with the debt financing;

• entering into agreements, executing and delivering officer’s certificates and pledging assets and facilitatingdiligence with respect thereto;

• using reasonable best efforts to obtain customary accountants’ comfort letters, consents, legal opinions,survey and title insurance along with assistance and cooperation from independent accountants and otherprofessional advisors as reasonably requested by Merger Sub or the Fincos; and

• otherwise reasonably cooperating in connection with the consummation of the debt financing and thesyndication and marketing thereof.

Under the merger agreement, Clear Channel has agreed to commence, and to cause AMFM Operating Inc. tocommence, debt tender offers to purchase Repurchased Existing Notes with the assistance of the Fincos.

Independent Directors

Immediately after the closing of the merger, Holdings’ board of directors will include at least two independentdirectors.

Transaction Fees

The transaction fees paid or to be paid to the Fincos or their affiliates at or prior to the closing of the merger willnot exceed $87.5 million. Unless otherwise approved by Clear Channel’s independent directors, after the closing ofthe merger, Clear Channel will not pay management, transaction, monitoring or any other fees to the Fincos or theiraffiliates except pursuant to an arrangement whereby the holders of shares of Holdings Class A common stock aremade whole for any portion of such fees paid by Clear Channel that would otherwise be attributable to theirholdings.

Conduct of the Fincos’ Business Pending the Merger

Under the merger agreement, the Fincos have agreed that, subject to certain exceptions, between November 16,2006 and the effective time of the merger, unless Clear Channel gives its written consent (which consent will not beunreasonably withheld, delayed or conditioned), they will not:

• amend or otherwise change any of Merger Sub’s or Holdings’ organizational documents that would be likelyto prevent or materially delay the consummation of the merger and related transactions, or change the rights,preferences or privileges of the shares of Holdings Class A common stock in any material respect whichwould render the representation and warranty regarding the capitalization of Holdings to be untrue orinaccurate at the effective time of the merger;

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• acquire or make any investment in any corporation, partnership, limited liability company, other businessorganization or any division thereof that holds, or has an attributable interest in, any license, authorization,permit or approval issued by the FCC if such acquisition or investment would delay, impede or preventreceipt of the FCC Consent; or

• take any action that would be reasonably likely to cause a material delay in the satisfaction of certainspecified conditions contained in the merger agreement or the consummation of the merger.

Registration

Holdings has agreed to use reasonable efforts to maintain the registration of the Holdings Class A commonstock under Section 12 of the Exchange Act for two years following completion of the merger, subject to certainexceptions.

Conditions to the Merger

The obligations of the parties to complete the merger are subject to the satisfaction or waiver of the followingmutual conditions:

• Shareholder Approval. The approval and adoption of the merger agreement by Clear Channel’sshareholders.

• HSR Act Approvals. Any applicable waiting period under the HSR Act and any applicable foreign antitrustlaws relating to the consummation of the merger will have expired or been terminated.

• No Law or Orders. No governmental authority will have enacted or issued any law or order which is then ineffect and has the effect of making the merger illegal or otherwise prohibiting the consummation of themerger.

• FCC Consent. The FCC Consent will have been obtained.

The obligations of the Fincos, Holdings and Merger Sub to complete the merger are subject to the satisfactionor waiver of the following additional conditions:

• Representations and Warranties. The accuracy of Clear Channel’s representations and warranties set forthin the original merger agreement as of the date of the execution of the original merger agreement, theaccuracy of Clear Channel’s representations and warranties set forth in Amendment No. 1 as of the date ofsuch amendment and the accuracy of Clear Channel’s representations and warranties set forth in Amend-ment No. 2 as of the date of such amendment, as applicable, and, in each case, as of the effective time of themerger (except for representations and warranties made as of a specific date, which need only be true andcorrect as of such date or time), except where the failure of such representations and warranties (in general,without giving effect to materiality qualifiers) to be so true and correct would not, individually or in theaggregate, have a Material Adverse Effect on Clear Channel and, except for Clear Channel’s representationregarding its capitalization, which will be correct except for inaccuracies which are de minimis.

• Performance of Obligations. The performance or compliance, in all material respects, by Clear Channel ofits agreements and covenants in the merger agreement.

• Closing Certificate. Clear Channel’s delivery to the Fincos at the closing of a certificate with respect to thesatisfaction of the conditions relating to Clear Channel’s representations, warranties, covenants andagreements.

• No Material Adverse Affect. There will not have occurred, since November 16, 2006, any MaterialAdverse Effect on Clear Channel.

The obligation of Clear Channel to complete the merger is subject to the satisfaction or waiver of the followingadditional conditions:

• Representations and Warranties. The accuracy of the Fincos’ and Merger Sub’s representations andwarranties set forth in the original merger agreement as of the date of execution of the original merger

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agreement, the accuracy of the Fincos’ and Merger Sub’s representations and warranties set forth inAmendment No. 1 as of the date of such amendment and the accuracy of the Fincos’, Holdings’ and MergerSub’s representations and warranties set forth in Amendment No. 2 as of the date of such amendment, and, ineach case, as of the effective time of the merger (except for representations and warranties made as of aspecific date, which need only be true and correct as of such date or time), except where the failure of suchrepresentations and warranties (in general, without giving effect to materiality qualifiers) to be so true andcorrect would not, individually or in the aggregate, have a Holdings Material Adverse Effect.

• Performance of Obligations. The performance or compliance, in all material respects, by the Fincos,Holdings and Merger Sub of their agreements and covenants in the merger agreement.

• Solvency Certificate. The Fincos’ delivery to Clear Channel at the closing of a solvency certificate.

• Closing Certificate. The Fincos’ delivery to Clear Channel at the closing of a certificate with respect to thesatisfaction of the conditions relating to the Fincos’ representations, warranties, covenants and agreements.

If a failure to satisfy one of these conditions to the obligations of Clear Channel to complete the merger is notconsidered by Clear Channel’s board of directors to be material to Clear Channel’s shareholders, the board ofdirectors could waive compliance with that condition. Clear Channel’s board of directors is not aware of anycondition to the merger that cannot be satisfied. Under Texas law, after the merger agreement has been adopted byClear Channel’s shareholders, the Merger Consideration cannot be changed and the merger agreement cannot bealtered in a manner adverse to Clear Channel’s shareholders without re-submitting the revisions to Clear Channel’sshareholders for their approval.

Termination

Clear Channel and the Fincos may agree to terminate the merger agreement without completing the merger atany time. The merger agreement also may be terminated in each of the following circumstances:

• by either the Fincos or Clear Channel, if:

• the closing of the merger has not occurred on or before December 12, 2007, the date that is 12 monthsfrom the FCC Filing Date (such date, as may be extended in accordance with this paragraph, the“Termination Date”), except that, if, as of the Termination Date, all conditions to the merger agreementhave been satisfied or waived, other than the expiration or termination of any applicable waiting periodunder the HSR Act and any applicable foreign antitrust laws and receipt of the FCC Consent, theTermination Date may be extended to the date that is 18 months from the FCC Filing Date by ClearChannel or the Fincos;

• any governmental entity has issued an order, decree or ruling or taken any other action permanentlyrestraining, enjoining or otherwise prohibiting the merger and such order, decree, ruling or other action isfinal and non-appealable;

• Clear Channel’s shareholders do not approve adopt the merger agreement at the special meeting or anyadjournment or postponement of the special meeting; or

• there is a material breach by the non-terminating party of any of its representations, warranties, covenantsor agreements in the merger agreement such that the closing conditions would not be satisfied by theTermination Date and such breach has not been cured within 30 days following delivery of written noticeby the terminating party.

• by Clear Channel, if on or prior to the last day of the Marketing Period none of Merger Sub, Holdings or thesurviving corporation has received the proceeds of the financings sufficient to consummate the merger;

• by Clear Channel, if prior to the approval and adoption of the merger agreement by Clear Channelshareholders, the board of directors has concluded in good faith, after consultation with outside legal andfinancial advisors, that an unsolicited Competing Proposal is a Superior Proposal;

• by the Fincos, if the board of directors effects a Change of Recommendation;

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• by the Fincos, if the board of directors fails to reconfirm Company Recommendation within five businessdays of receipt of a written request from the Fincos, provided that the Fincos will only be entitled to one suchrequest; and

• by the Fincos, if the board of directors fails to include in the proxy statement/prospectus distributed to ClearChannel’s shareholders its recommendation that Clear Channel’s shareholders approve and adopt the mergeragreement.

In some cases, termination of the merger agreement may require Clear Channel to pay a termination fee to theFincos, or require the Fincos to pay a termination fee to us, as described below under “The Merger Agreement —Termination Fees.”

Termination Fees

Clear Channel Termination Fee

Clear Channel must pay to the Fincos a termination fee of $500 million in cash if the merger agreement isterminated:

• by Clear Channel, prior to approval and adoption of the merger agreement by Clear Channel’s shareholders,in order to enter into a definitive agreement relating to a Superior Proposal, such termination fee to be paidconcurrently with the termination of the merger agreement;

• by the Fincos, if the board of directors effects a Change of Recommendation, fails to reconfirm CompanyRecommendation, or fails to include the Company Recommendation in this proxy statement/prospectus,such termination fee to be paid promptly following the termination of the merger agreement (and in anyevent no later than two business days after delivery to Clear Channel of notice of demand for payment);

• by the Fincos or Clear Channel, if Clear Channel’s shareholders do not approve and adopt the mergeragreement at the special meeting and prior to the special meeting a Competing Proposal has been publiclyannounced or been made known to Clear Channel and not withdrawn at least two business days prior to thespecial meeting, and within 12 months after the termination of the merger agreement, Clear Channel or anyof its subsidiaries enters into a definitive agreement with respect to, or consummates, any CompetingProposal, such termination fee to be paid promptly following the execution of a definitive agreement or theconsummation of the transaction contemplated by the Competing Proposal (and in any event no later thantwo business days after delivery to Clear Channel of notice of demand of payment); or

• by the Fincos, if the Fincos are not in material breach of their obligations under the merger agreement and, ifClear Channel has willfully and materially breached or failed to perform in any material respect any of itsrepresentations, warranties, covenants or other agreements set forth in the merger agreement such that thecorresponding closing condition would not be satisfied, which breach has not been cured within 30 days, andprior the date of termination a Competing Proposal has been publicly announced or been made known toClear Channel and within 12 months after the termination of the merger agreement Clear Channel or any ofits subsidiaries enters into a definitive agreement with respect to, or consummates, any Competing Proposal,such termination fee to be paid promptly following the execution of a definitive agreement or theconsummation of the transaction contemplated by the Competing Proposal (and in any event no later thantwo business days after delivery to Clear Channel of notice of demand of payment).

In the event that the merger agreement is terminated (i) by Clear Channel or the Fincos because of the failure toobtain the approval of Clear Channel’s shareholders at the special meeting or any adjournment or postponementthereof or (ii) by the Fincos due to a willful or material breach of the merger agreement by Clear Channel, and atermination fee is not otherwise then payable by Clear Channel under the merger agreement, Clear Channel hasagreed to pay reasonable out-of-pocket fees and expenses incurred by the Fincos, Merger Sub and Holdings inconnection with the merger agreement and this proxy statement/prospectus, not to exceed an amount equal to$45 million. If Clear Channel becomes obligated to pay a termination fee under the merger agreement after paymentof the expenses, the amount previously paid to the Fincos as expenses will be credited toward the termination feeamount payable by Clear Channel.

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In addition, Clear Channel must pay to the Fincos a termination fee of $200 million, but only if the $500 milliontermination fee that is payable under the circumstances described above is not otherwise payable, if the mergeragreement is terminated (A) by the Fincos or Clear Channel because a governmental entity has issued an order,decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the mergerand such order, decree, ruling or other action is final and non-appealable, (B) by the Fincos or Clear Channelbecause Clear Channel’s shareholders do not approve or adopt the merger agreement at the special meeting or anyadjournment or postponement of the special meeting or (C) by the Fincos because Clear Channel materiallybreached or failed to perform any of its representations, warranties, covenants or agreements in the mergeragreement such that the closing conditions would not be satisfied by the termination date and such breach has notbeen cured within 30 days following delivery of written notice by the Fincos, and within twelve (12) months aftersuch termination (i) Clear Channel or any of its subsidiaries consummates, (ii) Clear Channel or any of itssubsidiaries enters into a definitive agreement, or (iii) one or more Contacted Parties (as defined below) or aQualified Group (as defined below) commences a tender offer with respect to a Contacted Party Proposal (asdefined below), and, in the case of each of clause (ii) and (iii) above, subsequently consummates (whether during orafter such twelve (12) month period) such Contacted Party Proposal.

For purposes of the merger agreement, “Contacted Party” means any person, (i) that is referenced in this proxystatement/prospectus as having been contacted during the auction process, or (ii) that was contacted during the “go-shop” period provided for in the merger agreement which commenced on November 17, 2006 and ended onDecember 7, 2007, or in the case of (i) and (ii), their affiliates.

For purposes of the merger agreement, “Qualified Group” means any Contacted Party, either by itself or actingas a “group” as defined in Section 13(d) of the Exchange Act, which does not include any of the Fincos, Merger Subor their respective affiliates.

For purposes of the merger agreement, “Contacted Parties Proposal” means (i) any transaction in which aContacted Party or a Qualified Group, directly or indirectly acquires or purchases, in any single transaction or seriesof related transactions, more than 50% of the fair market value of the assets, issued and outstanding Clear Channelcommon stock or other ownership interests of Clear Channel and its consolidated subsidiaries, taken as a whole, orto which 50% or more of Clear Channel’s and its subsidiaries, net revenues or earnings on a consolidated basis areattributable, (ii) any tender offer or exchange offer, as defined pursuant to the Exchange Act, that if consummatedwould result in one or more of the Contacted Parties or a Qualified Group acting in concert acquiring assets,securities or businesses in the minimum percentage described in clause (i) above or (iii) any merger, consolidation,business combination, recapitalization, issuance of or amendment to the terms of outstanding stock or othersecurities, liquidation, dissolution or other similar transaction involving Clear Channel as a result of which anyContacted Party or Qualified Group acting in concert would acquire assets, securities or businesses in the minimumpercentage described in clause (i) above. For clarification purposes, a spin-off, recapitalization, stock repurchaseprogram or other transaction effected by Clear Channel or any of its subsidiaries will not constitute a ContactedParties Proposal unless, as a result of such transaction, a Contacted Party or Qualified Group acting in concertacquires the assets, securities or business representing more than 50% of the fair market value of the assets, issuedand outstanding Clear Channel common stock or other ownership interests of Clear Channel and its consolidatedsubsidiaries, taken as a whole, or to which 50% or more of Clear Channel’s and its subsidiaries net revenues orearnings on a consolidated basis are attributable.

Merger Sub Termination Fee

Merger Sub must pay to Clear Channel a termination fee within two business days after the termination of themerger agreement if the merger agreement is terminated as follows:

• (i) by either Clear Channel or the Fincos, if the effective time of the merger has not occurred on or before theTermination Date and the terminating party has not breached in any material respect its obligations under themerger agreement that proximately caused the failure to consummate the merger on or before theTermination Date, or (ii) by Clear Channel, if Clear Channel is not in material breach of its obligationsunder the merger agreement and the Fincos, Holdings and Merger Sub have willfully and materiallybreached or failed to perform in any material respect any of their representations, warranties, covenants or

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other agreements set forth in the merger agreement such that certain closing condition would not be satisfied,which breach has not been cured within 30 days, and in each case, all conditions to the Fincos’, Holdings’and Merger Sub’s obligation to consummate the merger have been satisfied, other than conditions relating tothe expiration or termination of any applicable waiting period under the HSR Act or the receipt of the FCCConsent, in which case Merger Sub will pay to Clear Channel a termination fee of $600 million in cash;provided, however, if the only condition that has not been satisfied is the receipt of the FCC Consent andMerger Sub, Holdings, the Fincos and each attributable investor have carried out their respective obligationsrelating to obtaining that consent, the termination fee will be $300 million in cash; or

• by Clear Channel if (i) on or prior to the last day of the Marketing Period neither Merger Sub nor thesurviving corporation has received the proceeds of the financings sufficient to consummate the merger or(ii) the Fincos have, due to a willful and material breach by Merger Sub, Holdings and/or the Fincos,breached or failed to perform in any material respect any of their representations, warranties, covenants orother agreements under the merger agreement such that certain closing conditions would not be satisfied,and such breach has not been cured within 30 days following delivery of written notice by Clear Channel,and in each case of (i) or (ii) the first bullet above is not applicable, in which case Merger Sub will pay ClearChannel a termination fee of $500 million in cash.

Our right to receive a termination fee from Merger Sub pursuant to the merger agreement or the limitedguarantees executed by the Sponsors is Clear Channel’s exclusive remedy for losses suffered by Clear Channel as aresult of the failure of the merger to be consummated.

Amendment and Waiver

The merger agreement may be amended by mutual written agreement of the parties by action taken by or onbehalf of their respective boards of directors at any time prior to the effective time of the merger. However, after theapproval and adoption of the merger agreement by Clear Channel’s shareholders, the merger agreement can not beamended if such amendment would require further approval by the shareholders.

The merger agreement also provides that, at any time prior to the effective time of the merger, any party may,by written agreement:

• extend the time for the performance of any of the obligations or other acts of the other parties to the mergeragreement;

• waive any inaccuracies in the representations and warranties of the other party contained in the mergeragreement or in any document delivered pursuant to the merger agreement; or

• waive compliance with any of the agreements or conditions contained in the merger agreement which maybe legally waived.

Limited Guarantees

In connection with Amendment No. 2, each of the Sponsors (each an affiliate of one of the Fincos) and ClearChannel entered into a limited guarantee pursuant to which, among other things, each of the Sponsors is providingClear Channel a guarantee of payment of its pro rata portion of the Merger Sub termination fees. The limitedguarantees entered into in connection with Amendment No. 2 superseded the limited guarantees previouslydelivered by Sponsors.

Letter Agreements

In connection with the merger agreement, the Fincos and each of the members of Clear Channel’s board ofdirectors entered into a letter agreement pursuant to which each director has agreed to not elect to receive the StockConsideration with respect to any and all shares of Clear Channel common stock, Clear Channel restricted stockand/or Clear Channel stock options (other than Rollover Shares, which will not affect the number of shares ofHoldings Class A common stock available for issuance as Stock Consideration) held by the director.

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MARKET PRICES OF CLEAR CHANNEL COMMON STOCK AND DIVIDEND DATA

Our common stock is traded on the NYSE under the symbol “CCU.” The following table sets forth the intradayhigh and low sales price per share of Clear Channel’s common stock on the NYSE and cash dividend declared forthe periods indicated:

High LowCash Dividend

Declared

2005First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35.07 $31.14 $0.125

Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $34.81 $28.75 $0.188

Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $34.26 $30.31 $0.188

Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $33.44 $29.60 $0.188

2006First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32.84 $27.82 $0.188

Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31.54 $27.34 $0.188

Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31.64 $27.17 $0.188

Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35.88 $28.83 $0.188

2007First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37.55 $34.54 $0.188

Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $38.58 $34.90 $0.188

Third Quarter (through August 20, 2007) . . . . . . . . . . . . . . . . . . $38.24 $33.51 —

On October 24, 2006, which was the trading day immediately prior to the date on which we announced thatClear Channel’s board of directors was exploring possible strategic alternatives for Clear Channel to enhanceshareholder value, Clear Channel’s common stock closed at $32.20 per share, and the average closing stock price ofClear Channel common stock during the 60 trading days ended October 24, 2006 was $29.27 per share. OnNovember 15, 2006, which was the last trading day before we announced that Clear Channel’s board of directors hasapproved the merger agreement, Clear Channel common stock closed at $34.12 per share. On August 20, 2007,which was the last trading day before the date of this proxy statement/prospectus, Clear Channel common stockclosed at $35.77 per share. You are encouraged to obtain current market quotations for Clear Channel commonstock in connection with voting your shares.

As of August 20, 2007, there were 497,946,171 shares of Clear Channel common stock outstanding held byapproximately 3,134 holders of record.

DELISTING AND DEREGISTRATION OF CLEAR CHANNEL COMMON STOCK

If the merger is completed, Clear Channel’s common stock will be delisted from the NYSE and deregisteredunder the Exchange Act, and Clear Channel will no longer file periodic reports with the SEC on account of ClearChannel’s common stock.

Holdings Class A common stock is not currently traded or quoted on a stock exchange is not expected to betraded on a national securities exchange subsequent to the merger. It is anticipated that, after the merger, HoldingsClass A common stock will be registered under the Exchange Act and will be quoted on the Over-the-Counter-Bulletin Board. Upon consummation of the merger, Holdings will file the reports specified in Section 13(a) of theExchange Act and the rules thereunder for a period of two years following the merger.

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SECURITY OWNERSHIP BY CERTAIN BENEFICIALOWNERS AND MANAGEMENT

The table below sets forth information concerning the beneficial ownership of Clear Channel common stock asof July 27, 2007 for each member of Clear Channel’s board of directors, each of Clear Channel’s named executiveofficers, Clear Channel’s directors and executive officers as a group and each person known to Clear Channel to ownbeneficially more than 5% of the outstanding Clear Channel common stock. At the close of business on July 27,2007, there were 497,946,129 shares of Clear Channel common stock outstanding. Except as otherwise noted, eachshareholder has sole voting and investment power with respect to the shares beneficially owned.

Please see the footnotes below for the disclosure required by the Exchange Act, for each of the parties listedbelow. We obtained the information presented below for shareholders other than executive officers and directorsfrom Form 13Fs, Schedule 13Gs and amendments thereto, which reflect beneficial ownership as of the datesindicated in the Form 13Fs, Schedule 13Gs or amendments thereto.

Name

Amount andNature ofBeneficial

Ownership(1)

Percentof

Class

Alan D. Feld . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,496(2) *

Perry J. Lewis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198,471(3) *

L. Lowry Mays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,616,419(4) 6.3%

Mark P. Mays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,725,255(5) *

Randall T. Mays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,278,335(6) *

B. J. McCombs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,846,669(7) 1.0%

Phyllis B. Riggins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,741(8) *

Theodore H. Strauss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209,442(9) *

J. C. Watts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,724(10) *

John H. Williams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,467(11) *

John B. Zachry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,000(12) *

John E. Hogan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433,670(13) *

Paul J. Meyer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,874 *

Herb Hill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,432(14) *

Andy Levin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,889(15) *

Don Perry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,104(16) *

FMR Corp (17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,216,851 9.7%

Highfields Capital Management LP (18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,854,400 5.0%

All Directors and Executive Officers as a Group (16 persons) . . . . . . . . . . . . 42,195,848(19) 8.4%

* Percentage of shares beneficially owned by such person does not exceed one percent of the class so owned.

(1) Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of any securities as towhich such person, directly or indirectly, through any contract, arrangement, undertaking, relationship orotherwise, has or shares voting power and/or investment power or as to which such person has the right toacquire such voting and/or investment power within 60 days. Percentage of beneficial ownership by a personas of a particular date is calculated by dividing the number of shares beneficially owned by such person by thesum of the number of shares outstanding as of such date and the number of unissued shares as to which suchperson has the right to acquire voting and/or investment power within 60 days. Unless otherwise indicated, thenumber of shares shown includes outstanding shares of common stock owned as of July 27, 2007 by the personindicated and shares underlying options owned by such person on July 27, 2007 that are exercisable within60 days of that date.

(2) Includes 48,042 shares subject to options held by Mr. Feld and 9,000 shares owned by Mr. Feld’s wife, as towhich Mr. Feld disclaims beneficial ownership.

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(3) Includes 125,314 shares subject to options held by Mr. Lewis, 40,253 of which are held in a margin accountand 3,000 shares owned by Mr. Lewis’ wife, as to which Mr. Lewis disclaims beneficial ownership.

(4) Includes 2,890,866 shares subject to options held by Mr. L. Mays, 48,456 shares held by trusts of whichMr. L. Mays is the trustee, but not a beneficiary, 26,905,357 shares held by the LLM Partners Ltd of whichMr. L. Mays shares control of the sole general partner, 1,532,120 shares held by the Mays Family Foundationand 100,184 shares held by the Clear Channel Foundation over which Mr. L. Mays has either sole or sharedinvestment or voting authority. Mr. L. Mays’ address is c/o Clear Channel, 200 East Basse Road, San Antonio,Texas 78209.

(5) Includes 757,243 shares subject to options held by Mr. M. Mays, 343,573 shares held by trusts of whichMr. M. Mays is the trustee, but not a beneficiary, and 1,022,293 shares held by the MPM Partners, Ltd.Mr. M. Mays controls the sole general partner of MPM Partners, Ltd. Also includes 6,753 shares and254,002 shares, which represent shares in LLM Partners.

(6) Includes 757,243 shares subject to options held by Mr. R. Mays, 359,517 shares held by trusts of whichMr. R. Mays is the trustee, but not a beneficiary, and 619,761 shares held by RTM Partners, Ltd. Mr. R. Mayscontrols the sole general partner of RTM Partners, Ltd. Also includes 4,502 shares and 197,312 shares, whichrepresent shares in LLM Partners.

(7) Includes 53,586 shares subject to options held by Mr. McCombs and 4,763,083 shares held by the McCombsFamily Partners, Ltd. of which Mr. McCombs is the general partner and 27,500 shares held by Mr. McCombs’wife, as to which Mr. McCombs disclaims beneficial ownership.

(8) Includes 6,266 shares subject to options held by Ms. Riggins.

(9) Includes 48,042 shares subject to options held by Mr. Strauss, and 72,087 shares held by the THS AssociatesL.P. of which Mr. Strauss is the general partner.

(10) Includes 14,099 shares subject to options held by Mr. Watts.

(11) Includes 45,953 shares subject to options held by Mr. Williams and 9,300 shares held by Mr. Williams’ wife,as to which Mr. Williams disclaims beneficial ownership.

(12) Includes 4,500 shares subject to options held by Mr. Zachry.

(13) Includes 295,062 shares subject to options held by Mr. Hogan.

(14) Includes 35,128 shares subject to options held by Mr. Hill, and 5,920 shares held by trusts

(15) Includes 53,409 shares subject to options held by Mr. Levin.

(16) Includes 8,354 shares subject to options held by Mr. Perry.

(17) Address: 1585 Broadway, New York, New York 10036.

(18) Address: John Hancock Tower, 200 Clarendon Street, 51st Floor, Boston, Massachusetts 02116

(19) Includes 5,143,107 shares subject to options held by such persons, 613,895 shares held by trusts of which suchpersons are trustees, but not beneficiaries, 26,905,357 shares held by the LLM Partners Ltd, 1,022,293 sharesheld by the MPM Partners, Ltd., 619,761 shares held by the RTM Partners, Ltd, 4,763,083 shares held by theMcCombs Family Partners, Ltd, 72,087 shares held by the THS Associates L.P., 1,532,120 shares held by theMays Family Foundation and 100,184 shares held by the Clear Channel Foundation.

HOLDINGS’ STOCK OWNERSHIP AFTER THE MERGER

After the merger, and depending upon the number of Clear Channel shareholders who elect to receive MergerConsideration in the form of Class A common stock of Holdings, the outstanding capital stock of Holdings will beowned as follows:

• up to 30% of Holdings’ outstanding capital stock and voting power will be held in the form of shares ofClass A common stock issued to former Clear Channel shareholders who have elected to receive shares ofClass A common stock in connection with the merger; and

• the remaining shares of outstanding capital stock of Holdings (approximately 70% assuming that ClearChannel shareholders elect to receive the maximum permitted amount of Stock Consideration in the merger

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and subject to reduction on account of rollover investments by certain directors of Clear Channel describedbelow) will be held in the form of Class B common stock and Class C common stock issued to affiliates ofthe Sponsors as part of the Equity Financing and to L. Lowry Mays, Mark P. Mays, Randall T. Mays andB.J. McCombs as Rollover Shares.

Upon consummation of the merger, Mark P. Mays, the Chief Executive Officer of Clear Channel, andRandall T. Mays, the President and Chief Financial Officer of Clear Channel, will each receive a grant ofapproximately 510,000 shares of Class A common stock, subject to certain vesting requirements, pursuant to theirnew employment arrangements with Holdings.

In addition, certain directors of Clear Channel (including L. Lowry Mays, B.J. McCombs and other directors ofClear Channel who have signed a letter agreement agreeing that they will not elect to take any portion of the Class Acommon stock made available to Clear Channel shareholders as Stock Consideration in the merger) may bepermitted to exchange a portion of their shares (or options to purchase shares) of Clear Channel for shares (oroptions to purchase shares) of Holdings. If and to the extent that directors of Clear Channel enter into such rolloverarrangements, the ownership interests of the Sponsors and their affiliates may be reduced proportionately, but in allevents the Sponsors will jointly control a majority of the voting power of Holdings after the merger.

As described in “The Merger—New Equity Incentive Plan” above, Holdings intends to adopt an equityincentive plan, pursuant to which Holdings may grant options to purchase up to 12.5% of the fully diluted equity ofHoldings to be outstanding immediately after consummation of the merger.

DESCRIPTION OF HOLDINGS’ CAPITAL STOCK

Capitalization

Following the merger, the total number of shares of capital stock that Holdings will have authority to issue will650,000,000 shares of Common Stock, par value $0.001 per share, of which (i) 400,000,000 shares will bedesignated Class A common stock, (ii) 150,000,000 shares will be designated Class B common stock and(iii) 100,000,000 shares will be designated Class C common stock. Except as provided below or as otherwiserequired by the DGCL, all shares of Class A common stock, Class B common stock and Class C common stock willhave the same powers, privileges, preferences and relative participating, optional or other special rights, and thequalifications, limitations or restrictions thereof, and will be identical to each other in all respects.

Voting Rights and Powers

Except as otherwise provided below or as otherwise required by law, with respect to all matters upon whichshareholders are entitled to vote, the holders of the outstanding shares of Class A common stock and Class Bcommon stock will vote together with the holders of any other outstanding shares of capital stock of Holdingsentitled to vote, without regard to class. Every holder of outstanding shares of Class A common stock will beentitled to cast thereon one vote in person or by proxy for each share of Class A common stock standing in his name.Every holder of outstanding shares of Class B common stock will be entitled to cast thereon, in person or by proxy,for each share of Class B common stock, a number of votes equal to the number obtained by dividing (a) the sum oftotal number of shares of Class B common stock outstanding as of the record date for such vote and the number ofClass C common stock outstanding as of the record date for such vote by (b) the number of shares of Class Bcommon stock outstanding as of the record date for such vote. The affirmative vote of the holders of a majority ofthe voting power of the Class A common stock and Class B common stock, on a combined basis, as of any time isreferred to as the “majority common stock approval.” Except as otherwise required by law, the holders ofoutstanding shares of Class C common stock will not be entitled to any votes upon any questions presented toshareholders of Holdings, including, but not limited to, whether to increase or decrease the number of authorizedshares of Class C common stock.

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Dividends

Except as otherwise required by the DGCL, the holders of Class A common stock, Class B common stock andClass C common stock will be entitled to receive ratably such dividends, other than share distributions (ashereinafter defined), as may from time to time be declared by the board of directors of Holdings out of funds legallyavailable therefor. The board of directors may, at its discretion, declare a dividend of any securities of Holdings or ofany other corporation, limited liability company, partnership, joint venture, trust or other legal entity (a “sharedistribution”) to the holders of shares of Class A common stock, Class B common stock and Class C common stock(i) on the basis of a ratable distribution of identical securities to holders of shares of Class A common stock, Class Bcommon stock and Class C common stock or (ii) on the basis of a distribution of one class or series of securities toholders of shares of Class A common stock and one or more different classes or series of securities to holders ofClass B common stock and Class C common stock, as applicable, provided that the securities so distributed (and, ifthe distribution consists of convertible or exchangeable securities, the securities into which such convertible orexchangeable securities are convertible or for which they are exchangeable) do not differ in any respect other than(a) differences in conversion rights consistent in all material respects with differences in conversion rights betweenClass A common stock, Class B common stock and Class C common stock and (b) differences in their voting rightsand powers so long as immediately following any share distribution, the ratio of the total number of votesexercisable in the aggregate by the holders of the Class B common stock and the Class C common stock (whetherattributable to the shares of Class B common stock or Class C common stock or the securities so distributed (and, ifthe distribution consists of convertible or exchangeable securities, the securities into which such convertible orexchangeable securities are convertible or for which they are exchangeable)) to the total number of votesexercisable by the holders of the Class A common stock (whether attributable to the shares of Class A commonstock or the securities so distributed (and, if the distribution consists of convertible or exchangeable securities, thesecurities into which such convertible or exchangeable securities are convertible or for which they are exchange-able)), does not exceed the ratio existing immediately prior to such share distribution.

Distribution of Assets Upon Liquidation

In the event Holdings will be liquidated, dissolved or wound up, whether voluntarily or involuntarily, the netassets of Holdings remaining thereafter will be divided ratably among the holders of Class A common stock, Class Bcommon stock and Class C common stock.

Split, Subdivision or Combination

If Holdings will in any manner split, subdivide or combine the outstanding shares of Class A common stock,Class B common stock or Class C common stock, whether by reclassification, share distribution or otherwise, theoutstanding shares of the other classes of Common Stock will be proportionally split, subdivided or combined in thesame manner and on the same basis as the outstanding shares of the other class of Common Stock have been split,subdivided or combined, whether by reclassification, share distribution or otherwise.

Conversion

Subject to the limitations set forth below, each record holder of shares of Class B common stock or Class Ccommon stock may convert any or all of such shares into an equal number of shares of Class A common stock bydelivering written notice to Holdings’ transfer agent stating that such record holder desires to convert such sharesinto the same number of shares of Class A common stock and requesting that Holdings issue all of such Class Acommon stock to the persons named therein, setting forth the number of shares of Class A common stock to beissued to each such person (and, in the case of a request for registration in a name other than that of such recordholder, providing proper evidence of succession, assignation or authority to transfer), accompanied by payment ofdocumentary, stamp or similar issue or transfer taxes, if any.

Certain Voting Rights

In addition to any other approval required by law or by the charter, any consolidation of Holdings with anothercorporation or entity, any merger of Holdings into another corporation or entity or any merger of any other

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corporation or entity into Holdings pursuant to which shares of Common Stock are converted into or exchanged forany securities or any other consideration will require majority common stock approval.

Change in Number of Shares Authorized

Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares ofany class or series of stock may be increased or decreased (but not below the number of shares thereof thenoutstanding) by the affirmative vote of the holders of a majority of the voting power of Holdings entitled to voteirrespective of the provisions of Section 242(b)(2) of the DGCL.

Restrictions on Stock Ownership or Transfer

Holdings may restrict the ownership, or proposed ownership, of shares of capital stock of Holdings by anyPerson if such ownership or proposed ownership (a) s or could be inconsistent with, or in violation of, any provisionof the Federal Communications Laws (as hereinafter defined), (b) limits or impairs or could limit or impair anybusiness activities or proposed business activities of Holdings under the Federal Communications Laws or(c) subjects or could subject Holdings to any regulation under the Federal Communications Laws to whichHoldings would not be subject but for such ownership or proposed ownership (clauses (a), (b) and (c) collectively,“FCC Regulatory Limitations”). The term “Federal Communications Laws” will mean any law of the United Statesnow or hereafter in effect (and any regulation thereunder), including, without limitation, the Communications Actof 1934, as amended, and regulations thereunder, pertaining to the ownership and/or operation or regulating thebusiness activities of (x) any television or radio station, cable television system or other medium of masscommunications or (y) any provider of programming content to any such medium.

Requests for Information

If Holdings believes that the ownership or proposed ownership of shares of capital stock of Holdings by anyshareholder may result in an FCC Regulatory Limitation, such shareholder will furnish promptly to Holdings suchinformation (including, without limitation, information with respect to citizenship, other ownership interests andaffiliations) as Holdings will request.

Denial of Rights, Refusal to Transfer

If (a) any shareholder from whom information is requested pursuant to the above provisions should not provideall the information requested by Holdings, or (b) Holdings will conclude that a shareholder’s ownership or proposedownership of, or that a shareholder’s exercise of any rights of ownership with respect to, shares of capital stock ofHoldings results or could result in an FCC Regulatory Limitation, then, in the case of either clause (a) or clause (b),Holdings may (i) refuse to permit the transfer of shares of capital stock of Holdings to such proposed shareholder,(ii) suspend those rights of stock ownership the exercise of which causes or could cause such FCC RegulatoryLimitation, (iii) require the conversion of any or all shares of Class A common stock or Class B common stock heldby such shareholder into an equal number of shares of Class C common stock, (iv) refuse to permit the conversion ofshares of Class B common stock or Class C common stock into Class A common stock, (v) redeem such shares ofcapital stock of Holdings held by such shareholder in accordance with the provisions set forth below, and/or(vi) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against anysuch shareholder or proposed transferee, with a view towards obtaining such information or preventing or curingany situation which causes or could cause an FCC Regulatory Limitation. Any such refusal of transfer. suspensionof rights or refusal to convert pursuant to clauses (i), (ii) and (iv), respectively, of the immediately precedingsentence will remain in effect until the requested information has been received and Holdings has determined thatsuch transfer, or the exercise of such suspended rights, as the case may be, will not result in an FCC RegulatoryLimitation. The terms and conditions of redemption pursuant to foregoing provisions will be as follows:

(i) the redemption price of any shares to be redeemed will be equal to the Fair Market Value (ashereinafter defined) of such shares;

(ii) the redemption price of such shares may be paid in cash, Redemption Securities (as hereinafterdefined) or any combination thereof;

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(iii) if less than all such shares are to be redeemed, the shares to be redeemed will be selected in suchmanner as will be determined by the board of directors of Holdings, which may include selection first of themost recently purchased shares thereof, selection by lot or selection in any other manner determined by theboard of directors;

(iv) at least 15 days’ written notice of the Redemption Date (as hereinafter defined) will be given to therecord holders of the shares selected to be redeemed (unless waived in writing by any such holder); providedthat the Redemption Date may be the date on which written notice will be given to record holders if the cash orRedemption Securities necessary to effect the redemption will have been deposited in trust for the benefit ofsuch record holders and subject to immediate withdrawal by them upon surrender of the stock certificates fortheir shares to be redeemed;

(v) from and after the Redemption Date, any and all rights of whatever nature in respect of the sharesselected for redemption (including, without limitation, any rights to vote or participate in dividends declaredon stock of the same class or series as such shares), will cease and terminate and the holders of such shares willthenceforth be entitled only to receive the cash or Redemption Securities payable upon redemption; and

(vi) such other terms and conditions as the board of directors will determine.

As used herein, certain capitalized terms will have the definitions set forth below.

“Fair Market Value” will mean, with respect to a share of Holdings’ capital stock of any class or series, thevolume weighted average sales price for such a share on the New York Stock Exchange or, if such stock is not listedon such exchange, on the principal U.S. registered securities exchange on which such stock is listed, during the30 most recent days on which shares of stock of such class or series will have been traded preceding the day onwhich notice of redemption will be given; provided, however, that if shares of stock of such class or series are notlisted or traded on any securities exchange, “Fair Market Value” will be determined by the board of directors in goodfaith; and provided, further, that “Fair Market Value” as to any shareholder who purchased his stock within 120 daysof a Redemption Date need not (unless otherwise determined by the board of directors) exceed the purchase pricepaid by him.

“Redemption Date” will mean the date fixed by the board of directors for the redemption of any shares of stockof Holdings.

“Redemption Securities” will mean any debt or equity securities of Holdings, any subsidiary of Holdings orany other corporation or other entity, or any combination thereof, having such terms and conditions as will beapproved by the board of directors and which, together with any cash to be paid as part of the redemption price, inthe opinion of any nationally recognized investment banking firm selected by the board of directors (which may be afirm which provides other investment banking, brokerage or other services to Holdings), has a value, at the timenotice of redemption is given, at least equal to the Fair Market Value of the shares to be redeemed (assuming, in thecase of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subjectonly to normal trading activity).

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COMPARISON OF SHAREHOLDER RIGHTS

Clear Channel is incorporated under the laws of the State of Texas and the rights, preferences and privileges ofshares of Clear Channel common stock are governed by Texas law, Clear Channel’s Articles of Incorporation, asamended (“Clear Channel’s Articles of Incorporation”) and Clear Channel’s Seventh Amended and RestatedBylaws, as amended (the “Clear Channel’s Bylaws”). Holders of shares of Clear Channel common stock who electto receive the Stock Consideration will receive shares of Holdings Class A common stock. Holdings is incorporatedunder the laws of the State of Delaware the rights, preferences and privileges of its shareholders are be governed byDelaware law, Holdings’ second amended and restated certificate of incorporation and Holdings’ Bylaws. Thematerial differences between the rights of holders of shares of Holdings Class A common stock and the rights ofholders of shares of Clear Channel common stock, which result from differences in Delaware and Texas law and thegoverning documents of the two companies, are summarized below.

The following summary does not purport to be a complete statement of the rights of holders of shares ofHoldings common stock under applicable Delaware law, Holdings’ second amended and restated certificate ofincorporation and Holdings’ Bylaws or a comprehensive comparison with the rights of the holders of shares of ClearChannel common stock under Texas law, Clear Channel’s Articles of Incorporation, and Clear Channel’s Bylaws, ora complete description of the specific provisions referred to in this proxy statement/prospectus. The identification ofspecific differences is not meant to indicate that other equally or more significant differences do not exist. Thissummary is qualified in its entirety by reference to the DGCL, the Texas Business Corporation Act (“TBCA”), theTexas Miscellaneous Corporate Laws Act (“TMCLA”) and the governing corporate documents of Holdings andClear Channel, to which holders of shares of Clear Channel common stock are referred.

Certain differences between the DGCL and the TBCA or TMCLA, as well as a description of the corre-sponding provisions contained in Holdings’ and Clear Channel’s respective charter and bylaws, as such differencesmay affect the rights of shareholders, are set forth below. The following summary does not purport to be completeand is qualified in its entirety to the TBCA, TMCLA and the DGCL and applicable charter and bylaw provisions.

Merger

The DGCL § 251(b), (c), and (f) require approval of the board of directors and the affirmative vote of a majorityof the outstanding stock entitled to vote on a merger in order to effect that merger. Unless required by its certificateof incorporation, no shareholder vote is required of a corporation surviving a merger if (1) such corporation’scertificate of incorporation is not amended by the merger; (2) each share of stock of such corporation will be anidentical share of the surviving corporation after the merger; and (3) either no shares are to be issued by thesurviving corporation or the number of shares to be issued in the merger does not exceed 20% of such corporation’soutstanding common stock immediately before the effective date of the merger.

The TBCA § 5.03(E) requires that the affirmative vote of the holders of at least two-thirds of the shares entitledto vote to approve a merger, or if any class of shares is entitled to vote as a class on the approval of a merger, theaffirmative vote of the holders of at least two-thirds of the shares in each such class and the affirmative vote of theholders of at least two-thirds of the shares otherwise entitled to vote. Similar voting requirements apply for shareexchanges or conversions. The TBCA does not require a vote by the shareholders on a plan of merger if: (1) thecorporation is the sole surviving corporation in the merger; (2) the articles of incorporation of the survivingcorporation will not differ from its articles of incorporation before the merger; (3) each shareholder of the survivingcorporation whose shares were outstanding immediately before the effective date of the merger will hold the samenumber of shares, with identical designations, preferences, limitations and relative rights immediately after themerger; (4) the voting power of the number of voting shares outstanding immediately after the merger, plus thevoting power of the number of voting shares issuable as a result of the merger, will not exceed by more than 20% thevoting power of the total number of voting shares of the surviving corporation before the merger; (5) the number ofparticipating shares outstanding immediately after the merger, plus the number of participating shares issuable as aresult of the merger, will not exceed by more than 20% the total number of participating shares of the corporationoutstanding immediately before the merger; and (6) the board of directors of the corporation adopts a resolutionapproving the plan of merger.

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Voting on Sale of Assets

Under DGCL § 271(a), a corporation may not sell all or substantially all of its assets unless the proposed sale isauthorized by a majority of the outstanding shares of voting stock of the corporation. Holdings’ second amendedand restated certificate of incorporation does not provide for a different vote than that required by Delaware law.

Under TBCA § 5.10(A)(4), there is a requirement for the affirmative vote of the holders of at least two-thirds ofthe shares entitled to vote to approve the sale, lease, exchange or other disposition of all or substantially all thecorporation’s assets if other than in the usual and regular course of business, or if any class of shares is entitled tovote as a class on the approval of the sale, lease, exchange or other disposition of all or substantially all thecorporation’s assets, the vote required for approval of such transaction is the affirmative vote of the holders of atleast two-thirds of the shares in each such class and the affirmative vote of the holders of at least two-thirds of theshares otherwise entitled to vote. The TBCA § 5.09(A) does not require shareholder approval of a sale of assets inthe usual and regular course of business unless otherwise specified in the articles of incorporation. Under TBCA §5.09(B), a sale of assets is deemed to be in the usual and regular course of business if the corporation will, directly orindirectly, either continue to engage in one or more businesses or apply a portion of the consideration received inconnection with the transaction to the conduct of a business in which it engages after the transaction. ClearChannel’s Articles of Incorporation do not provide for a different vote than required by Texas law.

Antitakeover Provisions

DGCL § 203 generally prohibits business combinations, including mergers, sales and leases of assets,issuances of securities and similar transactions by a corporation or a subsidiary with an interested shareholder(defined as including the beneficial owner of 15 percent or more of a corporation’s voting shares), within three yearsafter the person or entity becomes an interested shareholder, unless:

• the board of directors has approved, before the acquisition date, either the business combination or thetransaction that resulted in the person becoming an interested shareholder;

• upon completion of the transaction that resulted in the person becoming an interested shareholder, the personowns at least 85 percent of the corporation’s voting shares, excluding shares owned by directors who areofficers and shares owned by employee stock plans in which participants do not have the right to determineconfidentially whether shares will be tendered in a tender or exchange offer; or

• after the person or entity becomes an interested shareholder, the business combination is approved by theboard of directors and authorized by the vote of at least 662/3 percent of the outstanding voting shares notowned by the interested shareholder at an annual or special meeting of shareholders and not by writtenconsent.

Holdings’ second amended and restated certificate of incorporation expressly states that Holdings will not begoverned by DGCL § 203.

The TBCA § 13.03 provides that a Texas corporation with 100 or more shareholders may not engage in certainbusiness combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associateof such person, who is an “affiliated shareholder” (generally defined as the holder of 20% or more of thecorporation’s voting shares) for a period of three years from the date such person became an affiliated shareholderunless:

• the business combination or purchase or acquisition of shares made by the affiliate shareholder was approvedby the board of directors of the corporation before the affiliated shareholder became an affiliatedshareholder, or

• the business combination was approved by the affirmative vote of the holders of at least two-thirds of theoutstanding voting shares of the corporation not beneficially owned by the affiliated shareholder, at ameeting of shareholders called for that purpose (and not by written consent), not less than six months afterthe affiliated shareholder became an affiliated shareholder.

A Texas corporation may elect to opt out of these provisions. Clear Channel has not made such an election.

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Amendment of Certificate of Incorporation

Under DGCL § 242(b), after a corporation has received payment for its capital stock, amendments to acorporation’s certificate of incorporation must be approved by a resolution of the board of directors declaring theadvisability of the amendment, and by the affirmative vote of a majority of the outstanding shares entitled to vote. Ifan amendment would increase or decrease the number of authorized shares of such class, increase or decrease thepar value of the shares of such class or alter or change the powers, preferences or other special rights of a class ofoutstanding shares so as to affect the class adversely, then a majority of shares of that class also must approve theamendment. The DGCL also permits a corporation to make provision in its certificate of incorporation requiring agreater proportion of voting power to approve a specified amendment. Holdings’ second amended and restatedcertificate of incorporation provides that Holdings will not amend its second amended and restated certificate ofincorporation in a manner that would alter or change the powers, preferences or special rights of the Class Acommon stock in a manner that would not so affect all classes of common stock of Holdings without the consent ofholders of a majority of the then-outstanding shares of Class A common stock.

Under TBCA § 4.02(3), the Articles of Incorporation of Clear Channel may be amended only if the proposedamendment receives the affirmative vote of the holders of at least two-thirds of the outstanding shares of votingstock of Clear Channel or the affirmative vote of the holders of at least two-thirds of the outstanding shares of eachclass that are entitled to vote as a class on the amendment.

Amendment of Bylaws

Under DGCL § 109, the power to adopt, amend or repeal a corporation’s bylaws resides with the shareholdersentitled to vote on the bylaws, and with the directors of such corporation if such power is conferred upon the boardof directors by the certificate of incorporation. Holdings’ second amended and restated certificate of incorporationprovides that Holdings’ Bylaws may be amended by the board of directors of Holdings.

Under TBCA § 2.23(B) and Clear Channel’s Bylaws, the board of directors of Clear Channel may alter, amendor repeal Clear Channel Bylaws without shareholder approval, although bylaws made by Clear Channel board ofdirectors, and the power conferred upon the board of directors to amend such bylaws, may be altered or repealed bya two-thirds vote by the shareholders.

Appraisal Rights

Under DGCL § 262, shareholders have appraisal rights when they hold their shares in the corporation throughthe effective date of a merger or consolidation, have not voted in favor of the merger or consolidation, and thecorporation’s shares are not listed on a national securities exchange or held by more than 2,000 holders.

Under TBCA § 5.11, a shareholder generally has the right to dissent from any merger to which the corporationis a party, from any sale of all or substantially all assets of the corporation, or from any plan of exchange and toreceive fair value for his or her shares. However, dissenters’ rights are not available with respect to a plan of mergerin which there is a single surviving corporation, or with respect to any plan of exchange, if (i) the shares held by theshareholder are part of a class or series, shares of which are listed on a national securities exchange or held of recordby not less than 2,000 holders on the record date fixed to determine the shareholders entitled to vote on the plan ofmerger or the plan of exchange, (ii) the shareholder is not required by the terms of the plan of merger or plan ofexchange to accept for the shareholder’s shares any consideration that is different than the consideration (other thancash in lieu of fractional shares) to be provided to any other holder of shares of the same class or series held by suchshareholder, and (iii) the shareholder is not required by the terms of the plan of merger or plan to exchange to acceptfor his or her shares any consideration other than (a) shares of a corporation that, immediately after the effectivetime of the merger or exchange, will be part of a class or series of shares that are (1) listed, or authorized for listingupon official notice of issuance, on a national securities exchange, (2) approved for quotation on the NASDAQNational Market System, or (3) held of record by not less than 2,000 holders, and (b) cash in lieu of fractional sharesotherwise entitled to be received. As such, the holders of shares of Clear Channel common stock are entitled toappraisal rights in connection with the merger.

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Special Meetings

Under DGCL § 211(d), shareholders of Delaware corporations do not have a right to call special meetingsunless such right is conferred upon the shareholders in the corporation’s certificate of incorporation or bylaws.Holdings’ Bylaws allow special meetings to be called at any time pursuant to a resolution of the board of directors.

Under TBCA § 2.24(C), special meetings of the shareholders may be called by the board of directors, thepresident, others permitted by the articles of incorporation or bylaws, or holders of at least 10% of the shares entitledto vote at the meeting. Clear Channel’s Bylaws provide that special meetings of the shareholders may be called bythe chairman of the board, the chief executive officer, the president, the board of directors, or the holders of not lessthan three-tenths of all the shares entitled to vote at the meetings.

Actions Without a Meeting

Under DGCL § 228, any action by a corporation’s shareholders must be taken at a meeting of suchshareholders, unless a consent in writing setting forth the action so taken is signed by the shareholders havingnot less than the minimum number of votes necessary to authorize or take such action at a meeting at which allshares entitled to vote on the action were present and voted. Both Holdings’ second amended and restated certificateof incorporation and Holdings’ Bylaws are consistent with the requirements of Delaware law. In addition, Holdings’second amended and restated certificate of incorporation provides that from and after the effective time of themerger, for so long as any Class A common stock is outstanding, any action that is taken without a meeting but bywritten consent of the shareholders will become effective on the tenth business day after public announcement byHoldings of the adoption of the consent.

Under TBCA § 9.10(A)(1), any action required to be taken at an annual or special meeting of shareholders maybe taken without a meeting if all shareholders entitled to vote with respect to the action consent in writing to suchaction or, if the corporation’s articles of incorporation so provide, if a consent in writing is signed by holders ofshares having not less than the minimum number of votes necessary to take such action at a meeting of shareholders.Clear Channel’s Articles of Incorporation are consistent with the TBCA, and Clear Channel’s Bylaws provide forshareholder action by written consent if signed by all of the shareholders entitled to vote with respect to the subjectmatter thereof.

Nomination of Director Candidates by Shareholders

Holdings’ Bylaws establish procedures that shareholders must follow to nominate persons for election toHoldings’ board of directors. The nomination for election to the board of directors may be made pursuant to thenotice of meeting, by or at the direction of the board of directors, or by any shareholder of the corporation who wasentitled to vote at such meeting.

Clear Channel’s Articles of Incorporation do not contain provisions regarding the nomination of directors.Clear Channel’s Bylaws provide that shareholders who are shareholders of record at the time notice of the meetingis given, are entitled to vote at the meeting, and have complied with the notice procedures in the Bylaws are able tonominate persons to the board of directors at an annual meeting.

Number of Directors

The DGCL § 141(b) permits the Articles of Incorporation or the Bylaws of a corporation to govern the numberof directors. However, if the Articles of Incorporation fix the number of directors, such number may not be changedwithout amending the Articles of Incorporation. The Holdings’ Bylaws allow for five or more directors to serve.

The TBCA § 2.32(A) permits the Articles of Incorporation or the Bylaws of a corporation to govern thenumber of directors. Clear Channel’s Bylaws authorize up to fourteen (14) members of the board of directors. Thereare currently 11 directors serving on Clear Channel board of directors.

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Election of Directors

The DGCL § 216(3) provides that, unless the certificate of incorporation or the bylaws specify otherwise, acorporation’s directors are elected by a plurality of the votes of the shares present in person or represented by proxyat the meeting and entitled to vote on the election of directors. Under DGCL § 214, a corporation’s certificate ofincorporation may provide that shareholders of a corporation can elect directors by cumulative voting. DGCL §141(d) permits, but does not require, a classified board of directors, divided into as many as three classes. Holdings’second amended and restated certificate of incorporation allows holders of Class A common stock, from and afterthe effective time of the merger, to elect at least two independent directors and holders of Class A and Class Bcommon stock to elect the remaining directors.

The TBCA § 2.32(B) provides that the holders of any class or series of shares can elect one or more directors asdescribed in the articles of incorporation or bylaws. Clear Channel’s Articles of Incorporation entitle its shareholders tovote at each election of directors, to vote in person or by proxy the number of shares owned by such shareholder for asmany persons as there are directors to be elected and for whose election such shareholder has the right to vote. Incontested elections, Clear Channel’s Bylaws entitle its shareholders to elect directors by the vote of a plurality of the votescast. In uncontested elections, Clear Channel’s Bylaws provide that a director must be elected by a majority of the votescast at such meeting. If a nominee for a director who is an incumbent is not elected and no successor is elected at themeeting, such incumbent director will tender his or her resignation to the board of directors. The nominating andgoverning committee will make a recommendation to the board of directors as to whether to accept or reject the tenderedresignation. Both Clear Channel’s Articles of Incorporation and Bylaws prohibit cumulative voting.

Vacancies

Under DGCL § 223(a)(1), a majority of the directors then in office (even though less than a quorum) may fillvacancies and newly-created directorships. However, DGCL § 223(c) provides that if the directors then in officeconstitute less than a majority of the whole board, the Court of Chancery may, upon application of any shareholderor shareholders holding at least 10% of the total number of shares at the time outstanding and entitled to vote fordirectors, order an election to be held to fill any such vacancy or newly created directorship. Holdings’ secondamended and restated certificate of incorporation provides that any vacancy created as a result of the removal of anyindependent director elected by the holders of Class A common stock may only be filled by the vote of the holders ofClass A common stock at a special meeting of the shareholders and that Holdings will use reasonable efforts to callsuch meeting. Otherwise, Holdings’ Bylaws allow for a majority of the directors then in office to elect additionaldirectors to fill the vacancies.

Under TBCA § 2.34, the shareholders or a majority of the remaining directors may fill any vacancy occurringin the board of directors. A directorship to be filled by reason of an increase in the number of directors may be filledby the shareholders or by the board of directors for a term of office continuing only until the next election of one ormore directors by the shareholders. However, the board of directors may not fill more than two such directorshipsduring the period between any two successive annual meetings of shareholders. Clear Channel’s Bylaws providethat a majority of directors then in office may choose a successor.

Limitation of Liability of Directors

The DGCL § 102(b)(7) provides that a corporation may limit or eliminate a director’s personal liability formonetary damages to the corporation or its shareholders for breach of fiduciary duty as a director, except forliability for:

• any breach of the director’s duty of loyalty to such corporation or its shareholders;

• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• willful or negligent violation of provisions of the DGCL governing payment of dividends and stockpurchases or redemptions;

• for any transaction from which the director derived an improper personal benefit; or

• any act or omission before the adoption of such a provision in the certificate of incorporation.

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The Holdings second amended and restated certificate of incorporation provides that a director shall not beliable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

Under the TMCLA § 1302-7.06(B), a corporation’s articles of incorporation may eliminate all monetaryliability of each director to the corporation or its shareholders for conduct in the performance of a director’s dutiesother than some conduct specifically excluded from protection. Texas law does not permit any limitation of liabilityof a director for:

• breaching the duty of loyalty to the corporation or its shareholders;

• an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or anact or omission that involves intentional misconduct or a knowing violation of law;

• a transaction from which the director received an improper benefit, whether or not the benefit resulted froman action taken within the scope of the director’s office; or

• an act or omission for which the liability of a director is expressly provided by an applicable statute.

Clear Channel’s Articles of Incorporation are silent with respect to the limitation of liability of its officers anddirectors. However, the Articles of Incorporation and the Bylaws provide for the indemnification of officers anddirectors. See “Indemnification of Officers and Directors” below.

Indemnification of Officers and Directors

The DGCL § 145(b) permits Holdings to indemnify its officers, directors and other agents to substantially thesame extent that the Texas statute permits Clear Channel to indemnify its directors, except that (1) a director neednot have reasonably believed that his conduct was in the best interests of Holdings so long as he believed his conductto be not opposed to the best interests of Holdings and (2) no indemnification may be provided to any person inrespect of any matter as to which he has been adjudged liable to Holdings, except to the extent that the DelawareChancery Court or the court in which the matter was brought determines such person is fairly and reasonablyentitled to indemnification and then only for such expenses as the court deems proper.

The DGCL § 145(e) permits Holdings to pay expenses of a director or officer in advance of a final dispositionof a proceeding if the director or officer provides Holdings with an undertaking to repay such expenses if it isultimately determined that he is not entitled to be indemnified. Holdings also is permitted to pay expenses incurredby other employees and agents upon such terms and conditions, if any, as the Holdings board of directors deemsappropriate.

Holdings’ second amended and restated certificate of incorporation authorizes the indemnification of directorsfor breach of fiduciary duty except to the extent such exculpation is not permitted under the DGCL.

Both TBCA § 2.02-1 and DGCL § 145 currently provide that a corporation is required to indemnify anydirector or officer of the corporation who has been or is threatened to be made a party to a legal proceeding by reasonof his service to the corporation if the director or officer is successful on the merits or otherwise in the defense ofsuch proceeding. In addition, both Texas and Delaware law currently permit a corporation to purchase and maintainon behalf of its directors and officers insurance with respect to any liability asserted against or incurred by suchpersons, whether or not the corporation would have the power under applicable law to indemnify such persons.

Under current Delaware law, Holdings may be permitted to indemnify its directors against some liabilities forwhich indemnification is not permitted under Texas law. To the extent that the Delaware statute is construed topermit indemnification of directors under circumstances in which indemnification is not permitted by Texas law, theadoption by Holdings of the Bylaw that obligates Holdings to indemnify its directors to the fullest extent permittedby Delaware law may represent a conflict of interest for the directors of Clear Channel and may operate to theirbenefit at the expense of Clear Channel.

The SEC has expressed its opinion that indemnification of directors, officers and controlling persons againstliabilities arising under the Securities Act of 1933 is against public policy and, therefore, is unenforceable.

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The TBCA § 2.02-1(B) currently permits Clear Channel to indemnify any person who has been or is threatenedto be made a party to a legal proceeding because he is or was a director of Clear Channel, or because he served at therequest of Clear Channel as a principal of another business or employee benefit plan, against any judgments,penalties, fines, settlements and reasonable expenses incurred by him in connection with the proceeding. However,Clear Channel may not indemnify a director in reliance on this statute unless the director (1) conducted himself ingood faith, (2) reasonably believed that his conduct was in the best interests of Clear Channel or, in the case of actionnot taken in his official capacity, was not opposed to the best interests of Clear Channel, and (3) in the case of acriminal proceeding, had no reason to believe that his conduct was unlawful. Clear Channel also may not indemnifya director in reliance on this statute for judgments or settlements if the director has been found liable to ClearChannel or is found to have received an improper personal benefit.

The TBCA § 2.02-1 permits Clear Channel to pay expenses of a director in advance of the final disposition of aproceeding for which indemnification may be provided on the condition that Clear Channel receives (1) a writtenaffirmation by the director of his good faith belief that he has met the standard of conduct necessary forindemnification and (2) an undertaking by or on behalf of the director that he will repay such expenses if it isultimately determined that he is not entitled to be indemnified. This statute also permits Clear Channel to indemnifyand advance expenses to its officers, employees and other agents other than those officers, employees and agentswho are also directors, to the same extent and under the same circumstances that it allows for directors.

Clear Channel’s Articles of Incorporation and Bylaws authorize indemnification of officers, directors andothers to the fullest extent authorized or permitted by applicable law.

Removal of Directors

Under DGCL § 141(k), a majority of shareholders of a Delaware corporation may remove a director with orwithout cause, unless the directors are classified and elected for staggered terms, in which case, directors may beremoved only for cause. Holdings’ second amended and restated certificate of incorporation is consistent withDelaware law.

Under TBCA § 2.32(C), the articles of incorporation or bylaws of a Texas corporation may provide that at anymeeting of shareholders called expressly for that purpose, the holders of a majority of the shares then entitled to voteat an election of directors may vote to remove any director or the entire board of directors, with or without cause,subject to further restrictions on removal that the bylaws may contain. Clear Channel’s Bylaws provide that adirector may be removed for cause at any special meeting of shareholders by the affirmative vote of at least two-thirds of the outstanding shares then entitled to vote at such meeting.

Dividends and Repurchases of Shares

The DGCL § 170(a) permits a corporation to declare and pay dividends out of surplus or if there is no surplus,out of net profits for the fiscal year as long as the amount of capital of the corporation after the declaration andpayment of the dividend is not less than the aggregate amount of the capital represented by the issued andoutstanding stock of all classes having preference upon the distribution of assets. In addition, the DGCL § 160(a)(1)generally provides that a corporation may redeem or repurchase its shares only if the capital of the corporation is notimpaired and such redemption or repurchase would not impair the capital of the corporation. Holders of Holdings’common stock are entitled to receive dividends ratably when, as declared by the board of directors out of fundslegally available for payment of dividends.

The TBCA § 2.38 provides that the board of directors of a corporation may authorize and the corporation maymake distributions; provided, that a distribution may not be made if (1) after giving effect to the distribution, thecorporation would be insolvent or (2) the distribution exceeds the surplus of the corporation. But a corporation maymake a distribution involving a purchase or redemption of any of its own shares if the purchase or redemption ismade by the corporation to (1) eliminate fractional shares, (2) collect or compromise indebtedness owed by or to thecorporation, (3) pay dissenting shareholders entitled to payment for their shares under the TBCA or (4) effect thepurchase or redemption of redeemable shares in accordance with the TBCA. Clear Channel’s Articles ofIncorporation and Bylaws provide that dividends may be declared by the board of directors at any annual, regularor special meeting.

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Preemptive Rights

Both Delaware and Texas law do not require shareholders to have preemptive rights. Neither Holdings’ norClear Channel’s shareholders possess preemptive rights.

Inspection of Books and Records

Under DGCL § 220(b), any shareholder of a Delaware corporation making a proper written demand mayinspect the stock ledger, the list of shareholders and any other corporate books and records for any purposereasonably related to the shareholder’s interest as a shareholder.

Under TBCA § 2.44(C), any shareholder who holds at least 5% of all of the outstanding shares of a corporationor that has held its shares for at least six months has the right, upon proper written demand, to examine at anyreasonable time, for any proper purpose, the relevant books and records of account, minutes and share transferrecords of the corporation.

DISSENTERS’ RIGHTS OF APPRAISAL

Under the TBCA, you have the right to demand appraisal in connection with the merger and to receive, in lieuof the Merger Consideration, payment in cash, without interest, for the fair value of your shares of Clear Channelcommon stock as determined by an appraiser selected in a Texas state court proceeding. Clear Channel’sshareholders electing to exercise appraisal rights must comply with the provisions of Article 5.12 of the TBCAin order to perfect their rights. Clear Channel will require strict compliance with the statutory procedures.

The following is intended as a brief summary of the material provisions of the Texas statutory proceduresrequired to be followed by a shareholder in order to demand and perfect appraisal rights. This summary, however, isnot a complete statement of all applicable requirements and is qualified in its entirety by reference to Article 5.12 ofthe TBCA, the full text of which appears in Annex F to this proxy statement/prospectus.

This proxy statement/prospectus constitutes Clear Channel’s notice to its shareholders of the availability ofappraisal rights in connection with the merger in compliance with the requirements of Article 5.12. If you wish toconsider exercising your appraisal rights, you should carefully review the text of Article 5.12 contained in Annex Fsince failure to timely and properly comply with the requirements of Article 5.12 will result in the loss of yourappraisal rights under Texas law.

If you elect to demand appraisal of your shares, you must satisfy each of the following conditions:

• Prior to the special meeting you must deliver to Clear Channel a written objection to the merger and yourintention to exercise your right to dissent in the event that the merger is effected and setting forth the addressat which notice shall be delivered in that event.

• This written objection must be in addition to and separate from any proxy or vote abstaining from or votingagainst the approval and adoption of the merger agreement. Voting against or failing to vote for the approvaland adoption of the merger agreement by itself does not constitute a demand for appraisal within themeaning of Article 5.12.

• You must not vote in favor of the approval and adoption of the merger agreement. A vote in favor of theapproval and adoption of the merger agreement, by proxy or in person, will constitute a waiver of yourappraisal rights in respect of the shares so voted and will nullify any previously filed written demands forappraisal. Failing to vote against approval and adoption of the merger agreement will not constitute a waiverof your appraisal rights.

• You must continuously hold your shares through the effective time of the merger.

If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receivethe cash payment for your shares of Clear Channel common stock as provided for in the merger agreement if you arethe holder of record at the effective time of the merger, but you will have no appraisal rights with respect to yourshares of Clear Channel common stock. A proxy card which is signed and does not contain voting instructions will,

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unless revoked, be voted “FOR” the approval and adoption of the merger agreement and will constitute a waiver ofyour right of appraisal and will nullify any previous written demand for appraisal.

All written objections should be addressed to Clear Channel’s Secretary at 200 East Basse Road, San AntonioTexas, 78209, and should be executed by, or on behalf of, the record holder of the shares in respect of whichappraisal is being demanded. The written objection must reasonably inform Clear Channel of the identity of theshareholder and the intention of the shareholder to demand appraisal of his, her or its shares.

To be effective, a written objection by a holder of Clear Channel common stock must be made by or on behalfof, the shareholder of record. The written objection should set forth, fully and correctly, the shareholder of record’sname as it appears on his or her stock certificate(s) and should specify the holder’s mailing address and the numberof shares registered in the holder’s name. The written objection must state that the person intends to exercise theirright to dissent under Texas law in connection with the merger. Beneficial owners who do not also hold the shares ofrecord may not directly make appraisal demands to Clear Channel. The beneficial holder must, in such cases, havethe record owner submit the required demand in respect of those shares. If shares are owned of record in a fiduciarycapacity, such as by a trustee, guardian or custodian, execution of a written objection should be made in thatcapacity; and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common,the written objection should be executed by or for all joint owners. An authorized agent, including an authorizedagent for two or more joint owners, may execute the written objection for appraisal for a shareholder of record;however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing thewritten objection, he or she is acting as agent for the record owner. A record owner, such as a broker, who holdsshares as a nominee for others, may exercise his or her right of appraisal with respect to the shares held for one ormore beneficial owners, while not exercising this right for other beneficial owners. In that case, the written objectionshould state the number of shares as to which appraisal is sought. Where no number of shares is expresslymentioned, the written objection will be presumed to cover all shares held in the name of the record owner.

If you hold your shares of Clear Channel common stock in a brokerage account or in other nominee form andyou wish to exercise appraisal rights, you should consult with your broker or the other nominee to determine theappropriate procedures for the making of a demand for appraisal by the nominee.

Within ten days after the effective time of the merger, the surviving corporation must give written notice thatthe merger has become effective to each Clear Channel shareholder who has properly filed a written objection andwho did not vote in favor of the merger agreement. Each shareholder who has properly filed a written objection hasten days from the delivery or mailing of the notice to make written demand for payment of the fair value for theshareholder’s shares. The written demand must state the number of shares owned by the shareholder and the fairvalue of the shares as estimated by the shareholder. Any shareholder who fails to make written demand within tendays of the delivery or mailing of the notice from the surviving corporation that the merger has become effectivewill not be entitled to any appraisal rights. Any shareholder making a written demand for payment must submit tothe surviving corporation for notation any certificated shares held by that shareholder which are subject to thedemand within 20 days after making the written demand. The failure by any shareholder making a written demandto submit its certificates may result in the termination of the shareholder’s appraisal rights.

Clear Channel has 20 days after its receipt of a demand for payment to provide notice that the survivingcorporation (i) accepts the amount claimed in the written demand and agrees to pay the amount claimed within90 days from effective time of the merger, or (ii) offer to pay its estimated fair value of the shares within 90 daysafter the effective time of the merger.

If, within 60 days after the effective time of the merger, the surviving corporation and a shareholder who hasdelivered written demand in accordance with Article 5.12 do not reach agreement as to the fair value of the shares,either the surviving corporation or the shareholder may file a petition in any Texas state court, with a copy served onthe surviving corporation in the case of a petition filed by a shareholder, demanding a determination of the fair valueof the shares held by all shareholders entitled to appraisal. The surviving corporation has no obligation and has nopresent intention to file such a petition if there are objecting shareholders. Accordingly, it is the obligation of ClearChannel’s shareholders to initiate all necessary action to perfect their appraisal rights in respect of shares of ClearChannel common stock within the time prescribed in Article 5.12. The failure of a shareholder to file such a petitionwithin the period specified could nullify the shareholder’s previously written demand for appraisal.

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If a petition for appraisal is duly filed by a shareholder and a copy of the petition is delivered to the survivingcorporation, the surviving corporation will then be obligated, within ten days after receiving service of a copy of thepetition, to provide the office of the clerk of the court in which the petition was filed with a list containing the namesand addresses of all shareholders who have demanded an appraisal of their shares and with whom agreements as tothe value of their shares have not been reached.

After notice to dissenting shareholders, the court will conduct a hearing upon the petition, and determine thoseshareholders who have complied with Article 5.12 and who have become entitled to the appraisal rights providedthereby.

After determination of the shareholders entitled to appraisal of their shares of Clear Channel common stock,the court will appraise the shares, determining their fair value. When the value is determined, the court will directthe payment of such value to the shareholders entitled to receive the same, immediately to the holders ofuncertificated shares and upon surrender by holders of the certificates representing shares.

You should be aware that the fair value of your shares as determined under Article 5.12 could be more, thesame, or less than the value that you are entitled to receive under the terms of the merger agreement.

Costs of the appraisal proceeding may be imposed upon the surviving corporation and the shareholdersparticipating in the appraisal proceeding by the court as the court deems equitable in the circumstances. Upon theapplication of a shareholder, the court may order all or a portion of the expenses incurred by any shareholder inconnection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees andexpenses of experts, to be charged pro rata against the value of all shares entitled to appraisal. Any shareholder whohad demanded appraisal rights will not, after the effective time of the merger, be entitled to vote shares subject tothat demand for any purpose or to receive payments of dividends or any other distribution with respect to thoseshares, other than with respect to payment as of a record date prior to the effective time of the merger; however, if nopetition for appraisal is filed within 120 days after the effective time of the merger, or if the shareholder delivers awritten withdrawal of such shareholder’s demand for appraisal and an acceptance of the terms of the merger prior tothe filing of a petition for appraisal, then the right of that shareholder to appraisal will cease and that shareholderwill be entitled to receive the cash payment for shares of his, her or its Clear Channel common stock pursuant to themerger agreement. Any withdrawal of a demand for appraisal made after the filing of a petition for appraisal mayonly be made with the written approval of the surviving corporation.

Failure to comply with all of the procedures set forth in Article 5.12 will result in the loss of a shareholder’sstatutory appraisal rights. In view of the complexity of Article 5.12, Clear Channel’s shareholders who may wish todissent from the merger and pursue appraisal rights should consult their legal advisors.

LEGAL MATTERS

The validity of Holdings Class A common stock offered hereby will be passed upon by Ropes & Gray LLP,Boston, Massachusetts. Clear Channel has been represented by Akin Gump Strauss Hauer & Feld LLP, LosAngeles, California.

Ropes & Gray LLP, counsel for Holdings, has delivered an opinion to Holdings stating that the section entitled“Material United States Federal Income Tax Consequences,” insofar as it relates to matters of United States federalincome tax law, is accurate in all material respects. Ropes & Gray LLP and some partners of Ropes & Gray LLP aremembers of RGIP LLC, which is an investor in certain investment funds associated with Bain Capital, LLC andThomas H. Lee Partners, LP and often a co-investor with such funds. Upon consummation of the transaction, RGIPwill indirectly own equity interests of Holdings representing less than 1% of the outstanding equity interests ofHoldings.

EXPERTS

The consolidated financial statements of Clear Channel appearing in Clear Channel’s Annual Report(Form 10-K) for the year ended December 31, 2006 (including the schedule appearing therein), and Clear Channelmanagement’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006

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included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as setforth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financialstatements and management’s assessment are incorporated herein by reference in reliance upon such reports givenon the authority of such firm as experts in accounting and auditing.

OTHER MATTERS

Other Business at the Special Meeting

Clear Channel’s management is not aware of any matters to be presented for action at the special meeting otherthan those set forth in this proxy statement/prospectus. However, should any other business properly come beforethe special meeting, or any adjournment or postponement thereof, the enclosed proxy confers upon the personsentitled to vote the shares represented by such proxy, discretionary authority to vote the same in respect of any suchother business in accordance with their best judgment in the interest of Clear Channel.

Multiple Shareholders Sharing One Address

In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement/prospectus will bedelivered to two or more shareholders who share an address, unless Clear Channel has received contraryinstructions from one or more of the shareholders. Clear Channel will deliver promptly upon written or oralrequest a separate copy of the proxy statement/prospectus to a shareholder at a shared address to which a single copyof the proxy statement/prospectus was delivered. Requests for additional copies of the proxy statement/prospectus,and requests that in the future separate proxy statement/prospectus be sent to shareholders who share an address,should be directed by writing to Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York,NY 10022, or by calling (877) 456-3427 toll-free at (212) 750-5833. In addition, shareholders who share a singleaddress but receive multiple copies of the proxy statement/prospectus may request that in the future they receive asingle copy by contacting Clear Channel at the address and phone number set forth in the prior sentence.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Clear Channel files annual, quarterly and current reports, proxy statement/prospectus and other informationwith the SEC. You may read and copy any reports, proxy statement/prospectus or other information that we file withthe SEC at the following location of the SEC:

Public Reference Room 100 F Street, N.E. Washington, D.C. 20549

Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may alsoobtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E.,Washington, D.C. 20549, at prescribed rates. Clear Channel’s public filings are also available to the public fromdocument retrieval services and the Internet website maintained by the SEC at www.sec.gov.

Reports, proxy statement/prospectus or other information concerning Clear Channel may also be inspected atthe offices of the New York Stock Exchange at:

20 Broad StreetNew York, NY 10005

Any person, including any beneficial owner, to whom this proxy statement/prospectus is delivered may requestcopies of reports, proxy statement/prospectus or other information concerning us, without charge, by writing toInnisfree M&A Incorporated at 501 Madison Avenue, 20th Floor, New York, NY 10022, or by calling toll-free at(877) 456-3427. If you would like to request documents, please do so by September 18, 2007, in order to receivethem before the special meeting.

The SEC allows us to “incorporate by reference” into this proxy statement/prospectus documents ClearChannel files with the SEC. This means that we can disclose important information to you by referring you to thosedocuments. The information incorporated by reference is considered to be a part of this proxy statement/prospectus,

155

and later information that we file with the SEC will update and supersede that information. We incorporate byreference the documents listed below and any documents filed by Clear Channel pursuant to Section 13(a), 13(c), 14or 15(d) of the Exchange Act after the date of this proxy statement/prospectus and prior to the date of the specialmeeting:

• Clear Channel’s Annual Report on Form 10-K for the year ended December 31, 2006;

• Clear Channel’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007;

• Clear Channel’s Current Reports on Form 8-K filed January 18, 2007, March 14, 2007, April 5, 2007,April 19, 2007, April 26, 2007, May 1, 2007, May 4, 2007, May 7, 2007, May 9, 2007, May 18, 2007, July 17,2007, July 27, 2007, August 13, 2007 and August 15, 2007; and

• Clear Channel’s proxy statement relating to its 2007 annual meeting of shareholders.

You may request a copy of these filings, at no cost, by writing or calling Clear Channel at the following addressor telephone number: Investor Relations Department, Clear Channel Communications, Inc., 210-832-3315.Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated byreference in this document.

No persons have been authorized to give any information or to make any representations other than thosecontained in this proxy statement/prospectus and, if given or made, such information or representations must not berelied upon as having been authorized by Clear Channel or any other person. This proxy statement/prospectus isdated August 21, 2007. You should not assume that the information contained in this proxy statement/prospectus isaccurate as of any date other than that date, and the mailing of this proxy statement/prospectus to shareholders shallnot create any implication to the contrary.

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ANNEX A

Merger Agreement

Execution Copy

AGREEMENT AND PLAN OF MERGER

By and Among

BT TRIPLE CROWN MERGER CO., INC.

B TRIPLE CROWN FINCO, LLC

T TRIPLE CROWN FINCO, LLC

and

CLEAR CHANNEL COMMUNICATIONS, INC.

Dated as of November 16, 2006

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

SECTION 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

ARTICLE II. THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

SECTION 2.01 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

SECTION 2.02 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

SECTION 2.03 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2

SECTION 2.04 Articles of Incorporation and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2

SECTION 2.05 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2

SECTION 2.06 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2

ARTICLE III. EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OFCERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2

SECTION 3.01 Effect on Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2

SECTION 3.02 Exchange of Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3

SECTION 3.03 Stock Options and Other Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5

SECTION 3.04 Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5

SECTION 3.05 Dissenting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6

SECTION 3.06 Transfers; No Further Ownership Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6

SECTION 3.07 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6

SECTION 3.08 Rollover by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6

SECTION 3.09 Additional Per Share Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . . A-7

SECTION 4.01 Organization and Qualification; Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8

SECTION 4.02 Articles of Incorporation and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8

SECTION 4.03 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8

SECTION 4.04 Authority Relative to Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9

SECTION 4.05 No Conflict; Required Filings and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9

SECTION 4.06 Permits and Licenses; Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10

SECTION 4.07 Company SEC Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10

SECTION 4.08 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11SECTION 4.09 No Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11

SECTION 4.10 Absence of Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12

SECTION 4.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12

SECTION 4.12 Information Supplied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12

SECTION 4.13 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13

SECTION 4.14 Employee Benefits and Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13

SECTION 4.15 State Takeover Statutes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14

SECTION 4.16 Opinion of Financial Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14

SECTION 4.17 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14

SECTION 4.18 No Other Representations or Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14

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Page

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE PARENTS ANDMERGERCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15

SECTION 5.01 Organization and Qualification; Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15

SECTION 5.02 Certificate of Incorporation, Bylaws, and Other Organizational Documents . . . . . . . A-15

SECTION 5.03 Authority Relative to Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15

SECTION 5.04 No Conflict; Required Filings and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15

SECTION 5.05 FCC Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16

SECTION 5.06 Absence of Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16

SECTION 5.07 Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16

SECTION 5.08 Limited Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17

SECTION 5.09 Capitalization of Mergerco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17

SECTION 5.10 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17

SECTION 5.11 Information Supplied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18SECTION 5.12 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18

SECTION 5.13 No Other Representations or Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18

ARTICLE VI. COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18

SECTION 6.01 Conduct of Business by the Company Pending the Merger . . . . . . . . . . . . . . . . . . . A-18

SECTION 6.02 FCC Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21

SECTION 6.03 Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22

SECTION 6.04 Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23

SECTION 6.05 Appropriate Action; Consents; Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23

SECTION 6.06 Access to Information; Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25

SECTION 6.07 No Solicitation of Competing Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25

SECTION 6.08 Directors’ and Officers’ Indemnification and Insurance . . . . . . . . . . . . . . . . . . . . . . A-28

SECTION 6.09 Notification of Certain Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29

SECTION 6.10 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30

SECTION 6.11 Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30

SECTION 6.12 Conduct of Business by the Parents Pending the Merger . . . . . . . . . . . . . . . . . . . . . A-31

SECTION 6.13 Financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31

SECTION 6.14 Actions with Respect to Existing Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33

SECTION 6.15 Section 16(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-34

SECTION 6.16 Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35

SECTION 6.17 Certain Actions and Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35

ARTICLE VII. CONDITIONS TO THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35

SECTION 7.01 Conditions to the Obligations of Each Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35

SECTION 7.02 Conditions to the Obligations of the Parents and Mergerco . . . . . . . . . . . . . . . . . . . A-35

SECTION 7.03 Conditions to the Obligations of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36

ARTICLE VIII. TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . A-36

SECTION 8.01 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36

SECTION 8.02 Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-38

SECTION 8.03 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-39

SECTION 8.04 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-39

SECTION 8.05 Expenses; Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40

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Page

ARTICLE IX. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40

SECTION 9.01 Non-Survival of Representations, Warranties and Agreements . . . . . . . . . . . . . . . . . A-40

SECTION 9.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40

SECTION 9.03 Interpretation; Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-41

SECTION 9.04 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-41

SECTION 9.05 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-41

SECTION 9.06 Entire Agreement; No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . A-41

SECTION 9.07 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42

SECTION 9.08 Consent to Jurisdiction; Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42

SECTION 9.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42

SECTION 9.10 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger, dated as of November 16, 2006 (this “Agreement”), by and among BTTriple Crown Merger Co., Inc., a Delaware corporation (“Mergerco”), B Triple Crown Finco, LLC, a Delawarelimited liability company, T Triple Crown Finco, LLC, a Delaware limited liability company (together with B TripleCrown Finco, LLC, the “Parents”), and Clear Channel Communications, Inc., a Texas corporation (the“Company”).

RECITALS

WHEREAS, in furtherance of the recapitalization of the Company by Mergerco, the respective Boards ofDirectors of the Company, the Parents and Mergerco each have approved and deemed advisable and in the bestinterests of their respective shareholders (other than affiliated shareholders of the Company as to which nodetermination has been made) this Agreement and the merger of Mergerco with and into Company (the “Merger”),upon the terms and subject to the conditions and limitations set forth herein and in accordance with the BusinessCorporation Act of the State of Texas (the “TBCA”) and the Business Organizations Code of the State of Texas (the“TBOC”, together with the TBCA, the “Texas Acts”) and the General Corporation Law of the State of Delaware(the “DGCL”) and recommended approval and adoption by their respective shareholders of this Agreement, theMerger and the transactions contemplated hereby;

WHEREAS, a special advisory committee of the Board of Directors of the Company has reviewed the termsof the Merger and determined that such terms are fair; and

WHEREAS, concurrently with the execution of this Agreement, and as a condition to the willingness of theCompany to enter into this Agreement, the Parents and Mergerco have delivered to the Company the LimitedGuarantee (the “Limited Guarantee”) of each of the Investors, in a form satisfactory to the Company, dated as of thedate hereof.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties andcovenants and subject to the conditions herein contained and intending to be legally bound hereby, the parties heretohereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.01 Definitions. Defined terms used in this Agreement have the meanings ascribed to them bydefinition in this Agreement or in Appendix A.

ARTICLE II.

THE MERGER

SECTION 2.01 The Merger. Upon the terms and subject to the conditions of this Agreement, and inaccordance with the Texas Acts and the DGCL, at the Effective Time, Mergerco shall be merged with and intothe Company, whereupon the separate existence of Mergerco shall cease, and the Company shall continue under thename Clear Channel Communications, Inc. as the surviving corporation (the “Surviving Corporation”) and shallcontinue to be governed by the laws of the State of Texas.

SECTION 2.02 Closing. Subject to the satisfaction or, if permissible, waiver of the conditions set forth inArticle VII hereof, the closing of the Merger (the “Closing”) will take place at 9:00 a.m., Eastern Time, on a date tobe specified by the parties hereto, but no later than the second business day after the satisfaction or waiver of theconditions set forth in Section 7.01, Section 7.02 and Section 7.03 hereof (other than conditions that, by their ownterms, cannot be satisfied until the Closing, but subject to the satisfaction of such conditions at Closing) at the

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offices of Akin Gump Strauss Hauer & Feld LLP, 590 Madison Avenue, New York, New York 10022; provided,however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII hereof, neither theParents nor Mergerco shall be required to effect the Closing until the earlier of (a) a date during the MarketingPeriod specified by the Parents on no less than three (3) business days’ written notice to the Company and (b) thefinal day of the Marketing Period, or at such other time, date or place as is agreed to in writing by the parties hereto(such date being the “Closing Date”).

SECTION 2.03 Effective Time.

(a) Concurrently with the Closing, the Company and the Parents shall cause articles of merger (the “Articlesof Merger”) with respect to the Merger to be executed and filed with the Secretary of State of the State of Texas (the“Secretary of State”) as provided under the Texas Acts and a Certificate of Merger to be filed with the Secretary ofState of the State of Delaware as provided for in the DGCL (the “Certificate of Merger”). The Merger shall becomeeffective on the later of the date and time at which the Articles of Merger has been duly filed with the Secretary ofState or the Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such otherdate and time as is agreed between the parties and specified in the Articles of Merger, and such date and time ishereinafter referred to as the “Effective Time.”

(b) From and after the Effective Time, the Surviving Corporation shall possess all properties, rights,privileges, powers and franchises of the Company and Mergerco, and all of the claims, obligations, liabilities,debts and duties of the Company and Mergerco shall become the claims, obligations, liabilities, debts and duties ofthe Surviving Corporation.

SECTION 2.04 Articles of Incorporation and Bylaws. Subject to Section 6.08 of this Agreement, the Articlesof Incorporation and Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amendedat the Effective Time to be (except with respect to the name and state of incorporation of the Company and suchchanges as are necessary to comply with Texas Law, if any) the same as the Articles of Incorporation and Bylaws ofMergerco as in effect immediately prior to the Effective Time, until thereafter amended in accordance withapplicable law, the provisions of the Articles of Incorporation and the Bylaws of the Surviving Corporation.

SECTION 2.05 Board of Directors. Subject to applicable Law, each of the parties hereto shall take allnecessary action to ensure that the Board of Directors of the Surviving Corporation effective as of, and immediatelyfollowing, the Effective Time shall consist of the members of the Board of Directors of Mergerco immediately priorto the Effective Time.

SECTION 2.06 Officers. From and after the Effective Time, the officers of the Company at the Effective Timeshall be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed andqualified in accordance with applicable Law.

ARTICLE III.

EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

SECTION 3.01 Effect on Securities. At the Effective Time, by virtue of the Merger and without any action onthe part of the Company, Mergerco or the holders of any securities of the Company:

(a) Cancellation of Company Securities. Each share of the Company’s common stock, par value$0.10 per share (the “Company Common Stock”), held by the Company as treasury stock or held by Mergercoimmediately prior to the Effective Time shall automatically be cancelled, retired and shall cease to exist, andno consideration or payment shall be delivered in exchange therefor or in respect thereof.

(b) Conversion of Company Securities. Except as otherwise provided in this Agreement, each share ofCompany Common Stock issued and outstanding immediately prior to the Effective Time (other than sharescancelled pursuant to Section 3.01(a) hereof, Dissenting Shares and Rollover Shares) shall be converted intothe right to receive $37.60 plus the Additional Per Share Consideration, if any, in cash, without interest (the“Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive theMerger Consideration as provided in this Section 3.01(b) shall be automatically cancelled and shall cease to

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exist and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) whichimmediately prior to the Effective Time represented such Company Common Stock shall cease to have anyrights with respect to such Company Common Stock other than the right to receive, upon surrender of suchCertificates or Book-Entry Shares in accordance with Section 3.02 of this Agreement, the MergerConsideration.

(c) Conversion of Mergerco Capital Stock. At the Effective Time, by virtue of the Merger and withoutany action on the part of the holder thereof, each share of common stock, par value $0.001 per share, ofMergerco (the “Mergerco Common Stock”) issued and outstanding immediately prior to the Effective Timeshall be converted into and become validly issued, fully paid and nonassessable shares of the SurvivingCorporation (with the relative rights and preferences described in an amendment to the Articles of Incor-poration adopted as of the Effective Time as provided in Section 2.04, the “Surviving Corporation CommonStock”). As of the Effective Time, all such shares of Mergerco Common Stock cancelled in accordance withthis Section 3.01(c), when so cancelled, shall no longer be issued and outstanding and shall automaticallycease to exist, and each holder of a certificate representing any such shares of Mergerco Common Stock shallcease to have any rights with respect thereto, except the right to receive the shares of Surviving CorporationCommon Stock as set forth in this Section 3.01(c).

(d) Adjustments. Without limiting the other provisions of this Agreement, if at any time during the periodbetween the date of this Agreement and the Effective Time, any change in the number of outstanding shares ofCompany Common Stock shall occur as a result of a reclassification, recapitalization, stock split (including areverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distributionwith a record date during such period, the Merger Consideration as provided in Section 3.01(b) shall be equitablyadjusted to reflect such change (including, without limitation, to provide holders of shares of Company CommonStock the same economic effect as contemplated by this Agreement prior to such transaction).

SECTION 3.02 Exchange of Certificates.

(a) Designation of Paying Agent; Deposit of Exchange Fund. Prior to the Effective Time, the Parents shalldesignate a paying agent (the “Paying Agent”) reasonably acceptable to the Company for the payment of theMerger Consideration as provided in Section 3.01(b). On the Closing Date, promptly following the Effective Time,the Surviving Corporation shall deposit, or cause to be deposited with the Paying Agent for the benefit of holders ofshares of Company Common Stock, cash amounts in immediately available funds constituting an amount equal tothe aggregate amount of the Merger Consideration plus the Total Option Cash Payments (the “Aggregate MergerConsideration”) (exclusive of any amounts in respect of Dissenting Shares, the Rollover Shares and CompanyCommon Stock to be cancelled pursuant to Section 3.01(a)) (such amount as deposited with the Paying Agent, the“Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments contemplated bySection 3.01(b) and Section 3.03, the Surviving Corporation shall promptly deposit, or cause to be deposited,additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required tomake such payment. The Paying Agent shall cause the Exchange Fund to be (A) held for the benefit of the holders ofCompany Common Stock and Company Options, and (B) applied promptly to making the payments pursuant toSection 3.02(b) hereof. The Exchange Fund shall not be used for any purpose that is not expressly provided for inthis Agreement.

(b) Delivery of Shares. As promptly as practicable following the Effective Time and in any event not laterthan the second business day after the Effective Time, the Surviving Corporation shall cause the Paying Agent tomail (and to make available for collection by hand) (i) to each holder of record of a Certificate or Book-Entry Share,which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (x) aletter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates orBook-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss inlieu thereof pursuant to Section 3.04 hereof) or Book-Entry Shares to the Paying Agent and which shall be in theform and have such other provisions as Mergerco and the Company may reasonably specify and (y) instructions foruse in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Considerationinto which the number of shares of Company Common Stock previously represented by such Certificate or Book-Entry Shares shall have been converted pursuant to this Agreement (which instructions shall provide that at the

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election of the surrendering holder, Certificates or Book-Entry Shares may be surrendered, and the MergerConsideration in exchange therefor collected, by hand delivery); and (ii) to each holder of a Company Option, acheck in an amount due and payable to such holder pursuant to Section 3.03 hereof in respect of such CompanyOption. If payment of the applicable portion of the Aggregate Merger Consideration is made to a person other thanthe person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (A) theCertificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (B) theperson requesting such payment shall have paid any transfer and other Taxes required by reason of the payment ofthe applicable portion of the Aggregate Merger Consideration to a person other than the registered holder of suchCertificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation thatsuch Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, eachCertificate, Book-Entry Share or option certificate, as applicable, shall be deemed at any time after the EffectiveTime to represent only the right to receive the applicable portion of the Aggregate Merger Consideration or OptionCash Payments, as applicable, in cash as contemplated by this Section 3.02 or Section 3.03 without interest thereon.

(c) Surrender of Shares. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-EntryShare for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executedin accordance with the instructions thereto, and such other documents as may be required pursuant to suchinstructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor theMerger Consideration for each share of Company Common Stock formerly represented by such Certificate orBook-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder)within five (5) business days following the later to occur of (i) the Effective Time; or (ii) the Paying Agent’s receiptof such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of lossin lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall acceptsuch Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonableterms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance withnormal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration (or the cash pursuant to Section 3.02(b)) payable upon the surrender ofthe Certificates or Book-Entry Shares.

(d) Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to theholders of the Certificates, Book-Entry Shares or Company Options for twelve (12) months after the Effective Timeshall be delivered to the Surviving Corporation, upon demand, and any such holders prior to the Merger who havenot theretofore complied with this Article III shall thereafter look only to the Surviving Corporation, as generalcreditors thereof for payment of their claim for cash, without interest, to which such holders may be entitled. If anyCertificates or Book-Entry Shares shall not have been surrendered prior to one (1) year after the Effective Time (orimmediately prior to such earlier date on which any cash in respect of such Certificate or Book-Entry Share wouldotherwise escheat to or become the property of any Governmental Authority), any such cash in respect of suchCertificate or Book-Entry Share shall, to the extent permitted by applicable Law, become the property of theSurviving Corporation, subject to any and all claims or interest of any person previously entitled thereto.

(e) No Liability. None of the Parents, Mergerco, the Company, the Surviving Corporation or the PayingAgent shall be liable to any person in respect of any cash held in the Exchange Fund delivered to a public officialpursuant to any applicable abandoned property, escheat or similar Law.

(f) Investment of Exchange Fund. The Paying Agent shall invest any cash included in the Exchange Fund asdirected by the Parents or, after the Effective Time, the Surviving Corporation; provided that (i) no such investmentshall relieve the Surviving Corporation or the Paying Agent from making the payments required by this Article III,and following any losses the Surviving Corporation shall promptly provide additional funds to the Paying Agent forthe benefit of the holders of Company Common Stock and Company Options in the amount of such losses; and(ii) such investments shall be in short-term obligations of the United States of America with maturities of no morethan thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of theUnited States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody’s InvestorsService, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investmentswill be payable to the Surviving Corporation or Mergerco, as directed by Mergerco.

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SECTION 3.03 Stock Options and Other Awards

(a) Company Options. As of the Effective Time, except as otherwise agreed by the Parents and a holder ofCompany Options with respect to such holder’s Company Options, each Company Option, whether vested orunvested, shall, by virtue of the Merger and without any action on the part of any holder of any Company Option,become fully vested and converted into the right at the Effective Time to receive, as promptly as practicablefollowing the Effective Time, a cash payment (less applicable withholding taxes and without interest) with respectthereto equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share ofsuch Company Option multiplied by (b) the number of shares of Company Common Stock issuable upon exercise ofsuch Company Option (the “Option Cash Payment” and the sum of all such payments, the “Total Option CashPayments”). In the event that the exercise price of any Company Option is equal to or greater than the MergerConsideration, such Company Option shall be cancelled without payment therefor and have no further force oreffect. Except for the Company Options set forth in Section 3.03(a) of the Company Disclosure Schedule, as of theEffective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and eachholder of a Company Option shall cease to have any rights with respect thereto, except the right to receive theOption Cash Payment. Prior to the Effective Time, the Company shall take any and all actions reasonably necessaryto effectuate this Section 3.03(a), including, without limitation, providing holders of Company Options with noticeof their rights with respect to any such Company Options as provided herein.

(b) Other Awards. As of the Effective Time, except as otherwise agreed by the Parents and a holder ofRestricted Shares with respect to such holder’s Restricted Shares, each share outstanding immediately prior to theEffective Time subject to vesting or other lapse restrictions pursuant to any Company Option Plan or an applicablerestricted stock agreement (each, a “Restricted Share”) which is outstanding immediately prior to the EffectiveTime shall vest and become free of restriction as of the Effective Time and shall, as of the Effective Time, becancelled and converted into the right to receive the Merger Consideration in accordance with Section 3.01(b).

(c) Amendments to and Termination of Plans. Prior to the Effective Time, the Company shall use itsreasonable best efforts to make any amendments to the terms of the Company Option Plans and to obtain anyconsents from holders of Company Options and Restricted Shares that, in each case, are necessary to give effect tothe transactions contemplated by Section 3.03(a) and Section 3.03(b). Without limiting the foregoing the Companyshall use its reasonable best efforts to ensure that the Company will not at the Effective Time be bound by anyoptions, stock appreciation rights, warrants or other rights or agreements which would entitle any person, other thanthe holders of the capital stock (or equivalents thereof) of the Parents, Mergerco and their respective subsidiaries, toown any capital stock of the Surviving Corporation or to receive any payment in respect thereof. In furtherance ofthe foregoing, and subject to applicable Law and agreements existing between the Company and the applicableperson, the Company shall explicitly condition any new awards or grants to any person under its Company OptionPlans, annual bonus plans and other incentive plans upon such person’s consent to the amendments described in thisSection 3.03(c) and, to the fullest extent permitted by applicable Law, shall withhold payment of the MergerConsideration to or require payment of the exercise price for all Company Options by any holder of a CompanyOption as to which the Merger Consideration exceeds the amount of the exercise price per share under such optionunless such holder consents to all of the amendments described in this Section 3.03(c). Prior to the Effective Time,the Company shall take all actions necessary to terminate all Company Stock Plans, such termination to be effectiveat or before the Effective Time.

(d) Employee Stock Purchase Plan. The Board of Directors of the Company shall terminate all purchases ofstock under the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”) effective as of the dayimmediately after the end of the month next following the date hereof, and no additional offering periods shallcommence under the Company ESPP after the date hereof. The Company shall terminate the Company ESPP in itsentirety immediately prior to the Closing Date, and all shares held under such plan, other than Rollover Shares, shallbe delivered to the participants and shall, as of the Effective Time, be cancelled and converted into the right toreceive the Merger Consideration in accordance with Section 3.01(b).

SECTION 3.04 Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the makingof an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required bythe Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Surviving

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Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate,the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration towhich the holder thereof is entitled pursuant to this Article III.

SECTION 3.05 Dissenting Shares. Notwithstanding Section 3.01(b) hereof, to the extent that holders thereofare entitled to appraisal rights under Article 5.12 of the TBCA, shares of Company Common Stock issued andoutstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfectedhis or her demand for appraisal rights under Article 5.12 of the TBCA (the “Dissenting Shares”), shall not beconverted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall beentitled to receive such consideration as shall be determined pursuant to Article 5.12 of the TBCA (and at theEffective Time, such Dissenting Shares shall no longer be outstanding and shall cease to have any rights withrespect thereto, except the right to receive such consideration as shall be determined pursuant to Article 5.12 of theTBCA); provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawnor lost his or her right to appraisal and payment under the TBCA, such holder’s shares of Company Common Stockshall thereupon be deemed to have been converted as of the Effective Time into the right to receive the MergerConsideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. Anypayments required to be made with respect to the Dissenting Shares shall be made by the Surviving Corporation(and not the Company, Mergerco or either Parent) and the Aggregate Merger Consideration shall be reduced, on adollar for dollar basis, as if the holder of such Dissenting Shares had not been a shareholder on the Closing Date. TheCompany shall give the Parents notice of all demands for appraisal and the Parents shall have the right to participatein all negotiations and proceedings with respect to all holders of Dissenting Shares. The Company shall not, exceptwith the prior written consent of the Parents, voluntarily make any payment with respect to, or settle or offer tosettle, any demand for payment from any holder of Dissenting Shares.

SECTION 3.06 Transfers; No Further Ownership Rights. After the Effective Time, there shall be noregistration of transfers on the stock transfer books of the Company of shares of Company Common Stock thatwere outstanding immediately prior to the Effective Time. If Certificates are presented to the Surviving Corporationfor transfer following the Effective Time, they shall be cancelled against delivery of the Merger Consideration, asprovided for in Section 3.01(b) hereof, for each share of Company Common Stock formerly represented by suchCertificates.

SECTION 3.07 Withholding. Each of the Paying Agent, the Company, Mergerco and the Surviving Corpo-ration shall be entitled to deduct and withhold from payments otherwise payable pursuant to this Agreement anyamounts as they are respectively required to deduct and withhold with respect to the making of such payment underthe Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign Tax Law.To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of thisAgreement as having been paid to the person in respect of which such deduction and withholding was made.

SECTION 3.08 Rollover by Shareholders. At the Effective Time, each Rollover Share issued and outstandingimmediately before the Effective Time shall be cancelled and be converted into and become the number of validlyissued shares of equity securities of the Surviving Corporation calculated in accordance with Section 3.08 of theMergerco Disclosure Schedule. As of the Effective Time, all such Rollover Shares when so cancelled, shall nolonger be issued and outstanding and shall automatically cease to exist, and each holder of a certificate representingany such Rollover Shares shall cease to have any rights with respect thereto, except the right to receive the shares ofequity securities of the Surviving Corporation as set forth in this Section 3.08.

SECTION 3.09 Additional Per Share Consideration.

(a) No later than ten (10) business days before the Closing Date, if the Closing Date shall occur after theAdditional Consideration Date, the Company shall prepare and deliver to the Parents a good faith estimate ofAdditional Per Share Consideration, together with reasonably detailed supporting information (the “EstimatedAdditional Per Share Consideration”).

(b) Before and after the delivery of the Estimated Additional Per Share Consideration statement, the Companyshall provide the Parents reasonable access to the records and employees of the Company and its subsidiaries, andthe Company shall, and shall cause the employees of the Company and its subsidiaries to, (i) cooperate in all

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reasonable respects with the Parents in connection with the Parents’ review of the Estimated Additional Per ShareConsideration statement and (ii) provide the Parents with access to accounting records, supporting schedules andrelevant information relating to the Company’s preparation of the Estimated Additional Per Share Considerationstatement and calculation of Estimated Additional Per Share Consideration as the Parents shall reasonably requestand that are available to the Company or its affiliates. Within five (5) business days after delivery of the EstimatedAdditional Per Share Consideration statement to the Parents, the Parents may notify the Company that they disagreewith the Estimated Additional Per Share Consideration statement. Such notice shall set forth, to the extentpracticable, in reasonable detail the particulars of such disagreement. If the Parents do not provide a notice ofdisagreement within such five (5) business day period, then the Parents shall be deemed to have accepted thecalculations and the amounts set forth in the Estimated Additional Per Share Consideration statement delivered bythe Company, which shall then be final, binding and conclusive for all purposes hereunder. If any notice ofdisagreement is timely provided in accordance with this Section 3.09(b), then the Company and the Parents shalleach use commercially reasonable efforts for a period of one (1) business day thereafter (the “Estimated AdditionalPer Share Consideration Resolution Period”) to resolve any disagreements with respect to the calculations in theEstimated Additional Per Share Consideration statement.

(c) If, at the end of the Estimated Additional Per Share Consideration Resolution Period, the Company and theParents are unable to resolve any disagreements as to items in the Estimated Additional Per Share Considerationstatement, then KPMG, LLP (New York Office) (or such other independent accounting firm of recognized nationalstanding in the United States as may be mutually selected by the Company and the Parents) shall resolve anyremaining disagreements. If neither KPMG, LLP (New York Office) nor any such mutually selected accountingfirm is willing and able to serve in such capacity, then the Parents shall deliver to the Company a list of three otheraccounting firms of recognized national or international standing and the Company shall select one of such threeaccounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the“Accountant”). The Accountant shall be charged with determining as promptly as practicable, whether theEstimated Additional Per Share Consideration as set forth in the Estimated Additional Per Share Considerationstatement was prepared in accordance with this Agreement and (only with respect to the disagreements as to theitems set forth in the notice of disagreement and submitted to the Accountant) whether and to what extent, if any, theEstimated Additional Per Share Consideration requires adjustment.

(d) The Accountant shall allocate its costs and expenses between the Parents (on behalf of Mergerco) and theCompany based upon the percentage of the contested amount submitted to the Accountant that is ultimatelyawarded to the Company, on the one hand, or the Parents, on the other hand, such that the Company bears apercentage of such costs and expenses equal to the percentage of the contested amount awarded to the Parents (suchportion of such costs and expenses, the “Company Accountant Expense”) and the Parents (on behalf of Mergerco)bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to theCompany. The determination of the Accountant shall be final, binding and conclusive for all purposes hereunder.

(e) In order to permit the parties to prepare for an orderly Closing, the Company will deliver monthly reportscalculating the previous month’s Operating Cash Flow on or before the 20th day of each month starting January 15,2007 (with respect to performance during December 2006) and will provide the Parents with access to accountingrecords, supporting schedules and relevant information relating to the Company’s preparation thereof as the Parentsshall reasonably request and that are available to the Company or its affiliates.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in the documents filed by the Company with the SEC between December 31, 2004 and thedate hereof (together with all forms, documents, schedules, certifications, prospectuses, reports, and registration,proxy and other statements, required to be filed or furnished by it with or to the SEC between December 31, 2004and the date hereof, including such documents filed during such periods on a voluntary basis on Form 8-K, and ineach case including exhibits and schedules thereto and documents incorporated by reference therein, the “CompanySEC Documents”) or in the Outdoor SEC Documents or as disclosed in the separate disclosure schedule which hasbeen delivered by the Company to the Parents prior to the execution of this Agreement (the “Company Disclosure

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Schedule”) (provided that, any information set forth in one Section of the Company Disclosure Schedule will bedeemed to apply to each other Section or subsection of this Agreement to the extent such disclosure is made in a wayas to make its relevance to such other Section or subsection readily apparent) the Company hereby represents andwarrants to Mergerco and the Parents as follows:

SECTION 4.01 Organization and Qualification; Subsidiaries. Each of the Company and the subsidiaries setforth in Section 4.01 of the Company Disclosure Schedule (the “Material Subsidiaries”) is a corporation or legalentity duly organized, validly existing and, if applicable, in good standing under the laws of its jurisdiction oforganization and has the requisite corporate, partnership or limited liability company power and authority to own,lease and operate its properties and to carry on its business as it is currently conducted. Each of the Company and itsMaterial Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, if applicable, is ingood standing, in each jurisdiction in which the character of the properties owned, leased or operated by it or thenature of its business makes such qualification or licensing necessary, except for such failures to be so qualified orlicensed and in good standing as would not have, individually or in the aggregate, a Material Adverse Effect on theCompany.

SECTION 4.02 Articles of Incorporation and Bylaws. The Company has made available to the Parents acomplete and correct copy of the Articles of Incorporation and the Bylaws (or equivalent organizational docu-ments), each as amended to date, of the Company and each of its Material Subsidiaries. The Articles ofIncorporation and the Bylaws (or equivalent organizational documents) of the Company and each of its MaterialSubsidiaries are in full force and effect. None of the Company or any of its Material Subsidiaries is in materialviolation of any provision of their respective Articles of Incorporation or the Bylaws (or equivalent organizationaldocuments).

SECTION 4.03 Capitalization.

(a) The authorized capital stock of the Company consists of 1,500,000,000 shares of Company CommonStock, par value $.10 per share, 2,000,000 shares of the Company’s class A preferred stock, par value $1.00 pershare (the “Class A Preferred Stock”) and 8,000,000 shares of the Company’s class B preferred stock, par value$1.00 per share (the “Class B Preferred Stock”). As of the close of business on November 10, 2006,(i) 493,794,750 shares of Company Common Stock, including Restricted Shares, were issued and outstanding;(ii) no shares of the Class A Preferred Stock were issued and outstanding; (iii) no shares of the Class B PreferredStock were issued and outstanding; and (iv) 100,000 shares of Company Common Stock were held in treasury. As ofthe close of business on November 10, 2006 there were 36,605,199 shares of Company Common Stock authorizedand reserved for future issuance under Company Option Plans, 356,962 shares of Company Common Stockauthorized and reserved for issuance upon exercise of warrants and outstanding Company Options to purchase36,633,054 shares of Company Common Stock (of which (i) 12,044,341 shares of Company Common Stock weresubject to outstanding options with an exercise price less than $37.60 and such “in the money” options have aweighted average exercise price equal to $29.78 per share and (ii) 206,465 shares of Company Common Stock weresubject to outstanding warrants with an exercise price less than $37.60 and such “in the money” warrants have aweighted average exercise price equal to $34.61 per share). As of November 10, 2006, there were 2,304,843Restricted Shares issued and outstanding. Since November 10, 2006, no Equity Securities or Convertible Securitiesof the Company have been issued, reserved for issuance or are outstanding, other than or pursuant to the CompanyOptions and warrants referred to above that are outstanding as of the date of this Agreement or Equity Securitiesand/or Convertible Securities hereafter issued in accordance with Section 6.01(k) hereof. As of the Effective Time,the warrants referred to above thereafter shall not be exercisable for securities of the Company.

(b) Except as set forth above and except as set forth in Section 4.03(b) of the Company Disclosure Scheduleand except as not specifically prohibited under Section 6.01 hereof, there are no shares of Company CommonStock, Class A Preferred Stock or Class B Preferred Stock issued or outstanding or otherwise reserved for issuance.Additionally, there are no outstanding subscriptions, options, conversion or exchange rights, warrants, rights(including without limitation, pursuant to a so-called “poison pill”), calls, repurchase or redemption agreements,convertible securities or other similar rights, agreements, commitments or contracts of any kind to which theCompany or any of the Material Subsidiaries is a party or by which the Company or any of the Material Subsidiariesis bound obligating the Company or any of the Material Subsidiaries to issue, transfer, deliver or sell, or cause to be

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issued, transferred, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, orsecurities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or votinginterests in, the Company or any of the Material Subsidiaries or obligating the Company or any of the MaterialSubsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract.

(c) There are no securities except as set forth above that can vote on any matters on which the holders ofCompany Common Stock may vote, either on the date hereof or upon conversion or exchange of such securities.

(d) All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant tothe Company Option Plans will be, when issued in accordance with the terms thereof, duly authorized, validlyissued, fully paid and non-assessable and not subject to preemptive rights.

SECTION 4.04 Authority Relative to Agreement.

(a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, toperform its obligations hereunder and, subject to receipt of the Requisite Shareholder Approval, to consummate theMerger and the other transactions contemplated hereby. The execution and delivery of this Agreement by theCompany and the consummation by the Company of the Merger and the other transactions contemplated herebyhave been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on thepart of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate theMerger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of theRequisite Shareholder Approval, as well as the filing of the Articles of Merger with the Secretary of State). ThisAgreement has been duly and validly executed and delivered by the Company and, assuming the due authorization,execution and delivery by Mergerco and the Parents, this Agreement constitutes a legal, valid and bindingobligation of the Company, enforceable against the Company in accordance with its terms (except as suchenforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and othersimilar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles).

(b) The Board of Directors of the Company, at a meeting duly called and held, has (i) approved and adoptedthis Agreement and approved the Merger and the other transactions contemplated hereby; (ii) determined that theMerger is advisable and fair to and in the best interests of, the shareholders of the Company (other than affiliateshareholders as to which no determination was made); and (iii) resolved to submit this Agreement to theshareholders of the Company for approval, file the Proxy Statement with the SEC and, subject to Section 6.07hereof, recommend that the shareholders of the Company approve this Agreement and the Merger.

(c) The Requisite Shareholder Approval at the Shareholders’ Meeting or any adjournment or postponementthereof in favor of the adoption of this Agreement and the Merger is the only vote or approval of the holders of anyclass or series of capital stock of the Company or any of its subsidiaries which is necessary to adopt this Agreement,approve the Merger and the transactions contemplated hereby.

SECTION 4.05 No Conflict; Required Filings and Consents.

(a) Except as set forth in Section 4.05 of the Company Disclosure Schedule, the execution and delivery of thisAgreement by the Company does not, the performance of this Agreement by the Company will not and theconsummation of the transactions contemplated hereby will not (i) conflict with or violate the Articles ofIncorporation or Bylaws (or equivalent organizational documents) of (A) the Company or (B) any of the MaterialSubsidiaries; (ii) assuming the consents, approvals and authorizations specified in Section 4.05(b) have beenreceived and the waiting periods referred to therein have expired, and any condition to the effectiveness of suchconsent, approval, authorization, or waiver has been satisfied, conflict with or violate any Law applicable to theCompany or any of its subsidiaries; or (iii) result in any breach of, or constitute a default (with or without notice orlapse of time or both) under, or give to others any right of termination, amendment, acceleration or cancellation of,or result in the creation of a Lien, other than any Permitted Lien, upon any of the properties or assets of the Companyor any of its subsidiaries, pursuant to any note, bond, mortgage, indenture or credit agreement, or any other contract,agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of itssubsidiaries is a party or by which the Company or any of its subsidiaries or any property or asset of the Company orits subsidiaries is bound or affected, other than, in the case of clauses (ii) and (iii), any such violation, conflict,

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default, termination, cancellation, acceleration or Lien that would not have, individually or in the aggregate, aMaterial Adverse Effect on the Company.

(b) The execution and delivery of this Agreement by the Company does not, and the consummation by theCompany of the transactions contemplated by this Agreement will not, require any consent, approval, authorization,waiver or permit of, or filing with or notification to, any Governmental Authority, except for applicable require-ments of the Exchange Act, the Securities Act, Blue Sky Laws, the HSR Act, any applicable Foreign Antitrust Laws,any filings, waivers or approvals as may be required under the Communications Act and foreign communicationsLaws, any filings, waivers or approvals as may be required under foreign investment review laws, filing andrecordation of appropriate merger documents as required by the Texas Acts, the DGCL and the rules of the NYSE,and except where failure to obtain such other consents, approvals, authorizations or permits, or to make such filingsor notifications, would not have, individually or in the aggregate, a Material Adverse Effect on the Company.

SECTION 4.06 Permits and Licenses; Compliance with Laws.

(a) Each of the Company and its Material Subsidiaries is in possession of all franchises, grants, authorizations,licenses (other than Company FCC Licenses), permits, easements, variances, exceptions, consents, certificates,approvals and orders necessary for the Company or any of its Material Subsidiaries to own, lease and operate theproperties of the Company and its Material Subsidiaries or to carry on its business as it is now being conducted andcontemplated to be conducted by the Company and its Material Subsidiaries (the “Company Permits”), and nosuspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company,threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permitswould not have, individually or in the aggregate, a Material Adverse Effect on the Company. None of the Companyor any of its Material Subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to theCompany or any of its Material Subsidiaries or by which any property or asset of the Company or any of its MaterialSubsidiaries is bound or affected; (ii) any of the Company Permits; or (iii) any note, bond, mortgage, indenture,contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or anyof its Material Subsidiaries is a party or by which the Company or any of its Material Subsidiaries or any property orasset of the Company or any of its Material Subsidiaries is bound or affected, except for any such conflicts, defaultsor violations that would not have, individually or in the aggregate, a Material Adverse Effect on the Company.

(b) Section 4.06(b) of the Company Disclosure Schedule sets forth (i) all main radio and television stationsand (ii) all radio or television stations for which the Company or any subsidiary of the Company providesprogramming, advertising or other services pursuant to a LMA. The Company FCC Licenses are in full force andeffect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired (other thanFCC Licenses that are the subject of pending renewal applications), and are not subject to any material conditionsexcept for conditions applicable to broadcast licenses generally or as otherwise disclosed on the face of theCompany FCC Licenses. The Company and its subsidiaries are operating, and have operated the Company Stations,in compliance in all material respects with the terms of the Company FCC Licenses and the Communications Act,and the Company and its subsidiaries have timely filed or made all material applications, reports and otherdisclosures required by the FCC to be filed or made with respect to the Company Stations and have timely paid allFCC regulatory fees with respect thereto, except as would not have, individually or in the aggregate, a MaterialAdverse Effect on the Company. Except for administrative rulemakings, legislation or other proceedings affectingthe broadcast industry generally, there is not, pending or, to the Company’s knowledge, threatened by or before theFCC any proceeding, notice of violation, order of forfeiture or complaint or investigation against or relating to theCompany or any of its subsidiaries, or any of the Company Stations, except for any such proceedings, notices,orders, complaints, or investigations that would not have, individually or in the aggregate, a Material Adverse Effecton the Company.

SECTION 4.07 Company SEC Documents.

(a) The Company and to its knowledge Outdoor Holdings have filed all Company SEC Documents andOutdoor SEC Documents, as the case may be, since December 31, 2004 (and in the case of Outdoor Holdings sinceNovember 2, 2005). None of the Company’s subsidiaries (other than Outdoor Holdings) is required to file periodicreports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of CompanySEC Documents and Outdoor SEC Documents, as the case may be, that are registration statements filed pursuant to

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the requirements of the Securities Act), and as of their respective SEC filing dates (in the case of all other CompanySEC Documents or the Outdoor SEC Documents, as the case may be), or in each case, if amended prior to the datehereof, as of the date of the last such amendment, the Company SEC Documents and, to the Company’s knowledge,the Outdoor SEC Documents complied in all material respects, and all documents filed by the Company or OutdoorHoldings between the date of this Agreement and the date of Closing shall comply in all material respects, with therequirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act, as the case may be, and theapplicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the timethey were filed or, if amended, as of the date of such amendment contained, or if filed after the date hereof willcontain, any untrue statement of a material fact or omitted to state any material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances under which they were made, or are to bemade, not misleading. The Company has made available to the Parents a complete and correct copy of any materialamendments or modifications which, to the Company’s knowledge, are required to be filed with the SEC, but havenot yet been filed with the SEC, with respect to (i) agreements which previously have been filed by the Company orany of its subsidiaries with the SEC pursuant to the Securities Act or the Exchange Act and (ii) the Company SECDocuments filed prior to the date hereof. As of the date of this Agreement, there are no outstanding or unresolvedcomments received from the SEC staff with respect to the Company SEC Documents and, to the Company’sknowledge, the Outdoor SEC Documents.

(b) The consolidated financial statements (as restated prior to the date hereof, if applicable, and including allrelated notes and schedules) of the Company included in the Company SEC Documents fairly present in all materialrespects the consolidated financial position of the Company and its consolidated subsidiaries as at the respectivedates thereof and their consolidated results of operations and consolidated cash flows for the respective periods thenended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any otheradjustments described therein including the notes thereto) in conformity with GAAP (except, in the case of theunaudited statements, as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under theExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or inthe notes thereto).

(c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect on the Company, the Company (i) has established and maintained disclosure controls andprocedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f),respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, and(ii) has disclosed, based on its most recent evaluations, to its outside auditors and the audit committee of the Boardof Directors of the Company, (A) all significant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonablylikely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) anyfraud, whether or not material, that involves management or other employees who have a significant role in theCompany’s internal controls over financial reporting.

SECTION 4.08 Absence of Certain Changes or Events. Since December 31, 2005, except as otherwisecontemplated or permitted by this Agreement, the businesses of the Company and its subsidiaries taken as a wholehave been conducted in all material respects in the ordinary course of business consistent with past practice andthrough the date of this Agreement. Since December 31, 2005 and through the date of this Agreement, there has notbeen a Material Adverse Effect on the Company or any event, circumstance or occurrence that has had or wouldreasonably be expected to have a Material Adverse Effect on the Company.

SECTION 4.09 No Undisclosed Liabilities. Except (a) as reflected or reserved against in the Company’sconsolidated balance sheets (as restated prior to the date hereof, or the notes thereto) included in the Company SECDocuments, (b) for liabilities or obligations incurred in the ordinary course of business since the date of suchbalance sheets, and (c) for liabilities or obligations arising under this Agreement, neither the Company nor any of itssubsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, thatwould be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Companyand its subsidiaries, other than those which would not have, individually or in the aggregate, a Material AdverseEffect on the Company.

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SECTION 4.10 Absence of Litigation. There is no claim, action, proceeding or investigation pending or, tothe knowledge of the Company, threatened against the Company or any of its subsidiaries, or any of their respectiveproperties or assets at law or in equity, and there are no Orders, before any arbitrator or Governmental Authority, ineach case as would have, individually or in the aggregate, a Material Adverse Effect on the Company.

SECTION 4.11 Taxes. Except as has not been or would not be, individually or in the aggregate, material to theCompany, or except as set forth in Section 4.11 of the Company Disclosure Schedule, (i) the Company and each of itsMaterial Subsidiaries have prepared (or caused to be prepared) and timely filed (taking into account any extension oftime within which to file) all material Tax Returns required to be filed by any of them and all such filed Tax Returns(taking into account all amendments thereto) are complete and accurate in all material respects; (ii) the Company andeach of its Material Subsidiaries have timely paid all material Taxes owed by it (whether or not shown on any TaxReturns), except for Taxes which are being diligently contested in good faith by appropriate proceedings and for whichadequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, in respect ofUnited States federal, state and local Taxes and in respect of federal income Taxes payable in France, the UnitedKingdom, Italy, Spain, Sweden, Belgium, the Netherlands, and Switzerland, there are not pending or, to theknowledge of the Company, threatened any material audits, examinations, investigations or other proceedings inrespect of any Taxes of the Company or any of its subsidiaries; (iv) to the knowledge of the Company there are nomaterial Liens for Taxes on any of the assets of the Company or any of its Material Subsidiaries other than PermittedLiens; (v) none of the Company or any of its Material Subsidiaries has been a “controlled corporation” or a“distributing corporation” in any distribution occurring during the two (2) year period ending on the date hereof thatwas purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreignLaw); (vi) to the actual knowledge of the Company all material amounts of United States federal, state and local Taxesand all material amounts of federal income Taxes payable in France, the United Kingdom, Italy, Spain, Sweden,Belgium, the Netherlands, and Switzerland, required to be withheld by the Company and each of its subsidiaries havebeen timely withheld and paid over to the appropriate Governmental Authority; (vii) no material deficiency for anyTax has been asserted or assessed by any Governmental Authority in respect of United States federal, state and localTaxes and in respect of federal income Taxes payable in France, the United Kingdom, Italy, Spain, Sweden, Belgium,the Netherlands, and Switzerland, in writing against the Company or any of its subsidiaries (or, to the knowledge of theCompany, has been threatened or proposed), except for deficiencies which have been satisfied by payment, settled orbeen withdrawn or which are being diligently contested in good faith by appropriate proceedings and for whichadequate reserves have been established in accordance with GAAP; (viii) neither the Company nor any of itssubsidiaries has waived any statute of limitations in respect of Material Taxes payable to the United States or any stateor locality thereof, or in respect of federal income Taxes payable in France, the United Kingdom, Italy, Spain, Sweden,Belgium, and Switzerland, or agreed to any extension of time with respect to an assessment or deficiency for Taxes inrespect of such jurisdictions (other than pursuant to extensions of time to file Tax Returns obtained in the ordinarycourse); (ix) neither the Company nor any of its Material Subsidiaries (A) in the past three (3) years has been a memberof an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of whichwas the Company) or (B) has any liability for the Taxes of any person (other than the Company or any of itssubsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as atransferee or successor, or pursuant to any indemnification, allocation or sharing agreement with respect to Taxes thatcould give rise to a payment or indemnification obligation (other than agreements among the Company and itssubsidiaries and other than customary Tax indemnifications contained in credit or other commercial agreements theprimary purpose of which does not relate to Taxes); (x) neither the Company nor any of its Material Subsidiaries hasengaged in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (xi) theCompany is not, and has not been at any time within the last five (5) years, a “United States real property holdingcorporation” within the meaning of Section 897 of the Code.

SECTION 4.12 Information Supplied. The Proxy Statement and any other document filed with the SEC bythe Company in connection with the Merger (or any amendment thereof or supplement thereto) (collectively, the“SEC Filings”), at the date first mailed to the shareholders of the Company, at the time of the CompanyShareholders’ Meeting and at the time filed with the SEC, as the case may be, will not contain any untrue statementof a material fact or omit to state any material fact required to be stated therein or necessary in order to make thestatements therein, in light of the circumstances under which they are made, not misleading; provided, however,that no representation is made by the Company with respect to statements made therein based on information

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supplied in writing by the Parents specifically for inclusion in such documents. The SEC Filings made by theCompany will comply in all material respects with the provisions of the Exchange Act.

SECTION 4.13 Material Contracts.

(a) As of the date hereof, neither the Company nor any of its subsidiaries is a party to or bound by any“material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the SEC) (all contracts of thetype described in this Section 4.13(a), being referred to herein as a “Company Material Contract”).

(b) Neither the Company nor any subsidiary of the Company is in breach of or default under the terms of anyCompany Material Contract. To the knowledge of the Company, no other party to any Company Material Contractis in breach of or default under the terms of any Company Material Contract. Each Company Material Contract is avalid and binding obligation of the Company or its subsidiary which is a party thereto and, to the knowledge of theCompany, is in full force and effect; provided, however, that (a) such enforcement may be subject to applicablebankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating tocreditors’ rights generally and (b) equitable remedies of specific performance and injunctive and other forms ofequitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedingtherefor may be brought and (ii) the Company and its subsidiaries have performed and complied in all materialrespects with all obligations required to be performed or complied with by them under each Company MaterialContract.

SECTION 4.14 Employee Benefits and Labor Matters.

(a) Correct and complete copies of the following documents with respect to each Company Benefit Plan (otherthan such Company Benefit Plan that is maintained outside of the jurisdiction of the United States and covers fewerthan 400 employees) have been made available to the Parents by the Company to the extent applicable: (i) any plandocuments and related trust documents, insurance contracts or other funding arrangements, and all amendmentsthereto; (ii) the most recent Forms 5500 and all schedules thereto; (iii) the most recent actuarial report, if any; (iv) themost recent IRS determination letter; (v) the most recent summary plan descriptions; and (vi) written summaries ofall non-written Company Benefit Plans.

(b) The Company Benefit Plans have been maintained, in all material respects, in accordance with their termsand with all applicable provisions of ERISA, the Code and other Laws, except for non-compliance which has nothad or could not reasonably be expected to have a Material Adverse Effect on the Company.

(c) Except as set forth on Section 4.14(c) of the Company Disclosure Schedule, none of the Company BenefitPlans is subject to Title IVof ERISA or Sections 4063 or 4064 of ERISA. The Company Benefit Plans intended toqualify under Section 401 of the Code or other tax-favored treatment under applicable laws do so qualify, andnothing has occurred with respect to the operation of the Company Benefit Plans that could cause the loss of suchqualification or tax-favored treatment, or the imposition of any liability, penalty or tax under ERISA or the Code,except for non-compliance which has not had or could not reasonably be expected to have a Material Adverse Effecton the Company. No Company Benefit Plan provides post-termination health, medical or life insurance benefits forcurrent, former or retirement employees of the Company or any of its subsidiaries, except as required to avoid anexcise Tax under Section 4980B of the Code or as otherwise required by any other applicable Law, or except aswould not have or could not reasonably expect to have a Material Adverse Effect on the Company.

(d) There are no pending or, to the knowledge of the Company, threatened actions, claims or lawsuits withrespect to any Company Benefit Plan (other than routine benefit claims), nor does the Company have anyknowledge of facts that could form the basis for any such claim or lawsuit, except for such actions, claims orlawsuits which, if adversely determined, could not reasonably be expected to have a Material Adverse Effect on theCompany.

(e) Neither the execution and delivery of this Agreement nor the consummation of the transactions con-templated hereunder, either by themselves or in connection with any other event, will entitle any employee, officeror director of the Company or any of its subsidiaries to (i) accelerate the time of any payment, vesting of anypayment or funding of compensation or benefits, except for the acceleration of vesting of outstanding stock optionsand restricted stock awards pursuant to the Company Option Plans and the distribution of all account balances under

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the Company’s Non-Qualified Deferred Compensation Plan, (ii) any increase in the amount payable under anyCompany Benefit Plan or any employment, severance, bonus or similar agreement, or (iii) any payment of anymaterial amount that could individually or in combination with any other such payment constitute an “excessparachute payment” as defined in Section 280G(b)(1) of the Code except as disclosed on Section 4.14(e) of theCompany Disclosure Schedule.

(f) There is no union organization activity involving any of the employees of the Company or its subsidiariespending or, to the knowledge of the Company, threatened. There is no picketing pending or, to the knowledge of theCompany, threatened, and there are no strikes, slowdowns, work stoppages, other material job actions, lockouts,arbitrations, material grievances or other material labor disputes involving any of the employees of the Company orits subsidiaries pending or, to the knowledge of the Company, threatened. With respect to all employees, theCompany and each subsidiary is in material compliance with all laws, regulations and orders relating to theemployment of labor, including all such Laws, regulations and orders relating to wages, hours, the WARN Act,collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, and the collection andpayment of withholding and/or social security taxes and any similar tax, except such non-compliance as would nothave or reasonably be expected to have a Material Adverse Effect. All independent contractors presently retained bythe Company or its subsidiaries to provide any and all services are appropriately classified as such in accordancewith applicable law, except such failures as would not have, or would not reasonably be expected to have, a MaterialAdverse Effect.

SECTION 4.15 State Takeover Statutes. The Company has taken all action necessary to exempt the Merger,this Agreement, and transaction contemplated hereby from the provisions of Article 13 of the TBCA and suchaction is effective. No other state takeover, “moratorium”, “fair price”, “affiliate transaction” or similar statute orregulation under any applicable Law is applicable to the Merger or any of the transactions contemplated by thisAgreement.

SECTION 4.16 Opinion of Financial Advisors. The Board of Directors of the Company has received an oralopinion of Goldman Sachs & Co. and the special advisory committee of the Board of Directors of the Company hasreceived the oral opinion of Lazard, to the effect that, as of the date of each such opinion and based upon and subjectto the limitations, qualifications and assumptions set forth therein, the Merger Consideration as provided inSection 3.01(b) payable to each holder of outstanding shares of Company Common Stock (other than sharescancelled pursuant to Section 3.01(b) hereof, shares held by affiliates of the Company, Dissenting Shares and theRollover Shares), in the aggregate, is fair to the holders of the Company Common Stock from a financial point ofview. The Company shall deliver executed copies of the written opinions received from Goldman Sachs & Co. andLazard to the Parents promptly upon receipt thereof.

SECTION 4.17 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or otherfee or commission in connection with the Merger based upon arrangements made by or on behalf of the Companyother than as provided in the letter of engagement by and between the Board of Directors of the Company andGoldman Sachs & Co. and the special advisory committee of the Board of Directors of the Company and Lazardprovided to the Parents prior to the date hereof, which such letters have not been amended or supplemented.

SECTION 4.18 No Other Representations or Warranties. Except for the representations and warrantiescontained in this Article IV, neither the Company nor any other person on behalf of the Company makes any expressor implied representation or warranty with respect to the Company or with respect to any other informationprovided to the Parents in connection with the transactions contemplated hereby. Neither the Company nor anyother person will have or be subject to any liability or indemnification obligation to Mergerco, either Parent or anyother person resulting from the distribution to the Parents, or the Parents’ use of, any such information, includingany information, documents, projections, forecasts of other material made available to the Parents in certain “datarooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless anysuch information is expressly included in a representation or warranty contained in this Article IV.

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ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE PARENTS AND MERGERCO

Except as disclosed in the separate disclosure schedule which has been delivered by the Parents to theCompany prior to the execution of this Agreement (the “Mergerco Disclosure Schedule”) (provided that anyinformation set forth in one Section of the Mergerco Disclosure Schedule will be deemed to apply to each otherSection or subsection of this Agreement to the extent such disclosure is made in a way as to make its relevance tosuch other Section or subsection readily apparent), the Parents and Mergerco hereby jointly and severally representand warrant to the Company as follows:

SECTION 5.01 Organization and Qualification; Subsidiaries. Each Parent is a limited liability companyduly organized, validly existing in good standing under the laws of its jurisdiction of organization and has therequisite limited liability company power and authority and all necessary governmental approvals to own, lease andoperate its properties and to carry on its business as it is now being conducted. Each Parent is duly qualified orlicensed as a foreign limited liability company to do business, and, if applicable, is in good standing, in eachjurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makessuch qualification or licensing necessary. Mergerco is a corporation duly organized, validly existing in goodstanding under the laws of its jurisdiction of organization and has the requisite corporate power and authority and allnecessary governmental approvals to own, lease and operate its properties and to carry on its business as it is nowbeing conducted, except where the failure to have such governmental approvals would not have, individually or inthe aggregate, a Mergerco Material Adverse Effect. Mergerco is duly qualified or licensed as a foreign corporationto do business, and, if applicable, is in good standing, in each jurisdiction where the character of the propertiesowned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, exceptfor such failures to be so qualified or licensed and in good standing that would not have, individually or in theaggregate, a Mergerco Material Adverse Effect.

SECTION 5.02 Certificate of Incorporation, Bylaws, and Other Organizational Documents. The Parentshave made available to the Company a complete and correct copy of the certificate of incorporation, the bylaws (orequivalent organizational documents), and other operational documents, agreements or arrangements, each asamended to date, of Mergerco (collectively, the “Mergerco Organizational Documents”). The Mergerco Orga-nizational Documents are in full force and effect. Neither Mergerco, nor to the knowledge of the Parents the otherparties thereto, are in violation of any provision of the Mergerco Organizational Documents, as applicable, except aswould not have, individually or in the aggregate, a Mergerco Material Adverse Effect.

SECTION 5.03 Authority Relative to Agreement. The Parents and Mergerco have all necessary power andauthority to execute and deliver this Agreement, to perform their respective obligations hereunder and toconsummate the Merger and the other transactions contemplated hereby, including the Financing by the Parents.The execution and delivery of this Agreement by the Parents and Mergerco and the consummation of the Merger bythem and the other transactions contemplated hereby, including the Financing by the Parents, have been duly andvalidly authorized by all necessary limited liability company action on the part of the Parents and all corporateaction of Mergerco, and no other corporate proceedings on the part of the Parents or Mergerco are necessary toauthorize the execution and delivery of this Agreement or to consummate the Merger and the other transactionscontemplated hereby, including the Financing by the Parents (other than, with respect to the Merger, the filing of theArticles of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered bythe Parents and Mergerco and, assuming the due authorization, execution and delivery by the Company, thisAgreement constitutes a legal, valid and binding obligation of the Parents and Mergerco, enforceable against theParents and Mergerco in accordance with its terms (except as such enforceability may be limited by bankruptcy,insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relatingto or affecting creditor’s rights, and to general equitable principles).

SECTION 5.04 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by the Parents and Mergerco do not, and the performance ofthis Agreement by the Parents and Mergerco will not and the consummation of the transactions contemplatedhereby will not, (i) conflict with or violate the certificates of formation or limited liability company agreements (or

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equivalent organizational documents) of the Parents or the certificate of incorporation or bylaws (or equivalentorganizational documents) of Mergerco; (ii) assuming the consents, approvals and authorizations specified inSection 5.04(b) have been received and the waiting periods referred to therein have expired, and any condition to theeffectiveness of such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Lawapplicable to the Parents or Mergerco; or (iii) result in any breach of or constitute a default (with notice or lapse oftime or both) under, or give to others any right of termination, amendment, acceleration or cancellation of, or resultin the creation of a Lien on any property or asset of the Parents or Mergerco pursuant to, any note, bond, mortgage,indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrumentor obligation to which a Parent or Mergerco is a party or by which a Parent or Mergerco or any property or asset of aParent or Mergerco is bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflicts,violations, breaches, defaults or other occurrences of the type referred to above which would not have, individuallyor in the aggregate, a Mergerco Material Adverse Effect.

(b) The execution and delivery of this Agreement by the Parents and Mergerco does not, and the consum-mation by the Parents and Mergerco of the transactions contemplated by this Agreement, including the Financing,will not, require any consent, approval, authorization, waiver or permit of, or filing with or notification to, anyGovernmental Authority, except for applicable requirements of the Exchange Act, the Securities Act, Blue SkyLaws, the HSR Act, any applicable non-U.S. competition, antitrust or investment Laws, any filings, approvals orwaivers of the FCC as may be required under the Communications Act and foreign communications, filing andrecordation of appropriate merger documents as required by the Texas Acts, the DGCL and the rules of the NYSE,and except where failure to obtain such consents, approvals, authorizations or permits, or to make such filings ornotifications, would not have, individually or in the aggregate, a Mergerco Material Adverse Effect.

SECTION 5.05 FCC Matters. Section 5.05 of the Mergerco Disclosure Schedule sets forth each AttributableInterest. Subject to compliance with the Parents’ obligations under Section 6.05, (i) Mergerco is legally andfinancially qualified under the Communications Act to control the Company FCC Licenses; (ii) Mergerco is incompliance with Section 3.10(b) of the Communications Act and the FCC’s rules governing alien ownership;(iii) there are no facts or circumstances pertaining to Mergerco or any of its subsidiaries which, under theCommunications Act would reasonably be expected to (x) result in the FCC’s refusal to grant the FCC Consent orotherwise disqualify Mergerco, or (y) materially delay obtaining the FCC Consent, or cause the FCC to impose acondition or conditions that, individually or in the aggregate, would reasonably be expected to have a MaterialAdverse Effect on the Company; and (iv) no waiver of, or exemption from, any provision of the CommunicationsAct or the rules, regulations and policies of the FCC is necessary to obtain the FCC Consent.

SECTION 5.06 Absence of Litigation. There is no claim, action, proceeding, or investigation pending or, tothe knowledge of the Parents, threatened against any of the Parents or Mergerco or any of their respective propertiesor assets at law or in equity, and there are no Orders before any arbitrator or Governmental Authority, in each case,as would have, individually or in the aggregate, a Mergerco Material Adverse Effect.

SECTION 5.07 Available Funds.

(a) Section 5.07(a) of Mergerco Disclosure Schedule sets forth true, accurate and complete copies, as of thedate hereof, of executed commitment letters from the parties listed in Section 5.07(a) of the Mergerco DisclosureSchedule dated as of the date hereof (as the same may be amended, modified, supplemented, restated, supersededand replaced in accordance with Section 6.13(a), collectively, the “Debt Commitment Letters”), pursuant to which,and subject to the terms and conditions thereof, the lender parties thereto have committed to lend the amounts setforth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”).Section 5.07(a) of Mergerco Disclosure Schedule sets forth true, accurate and complete copies, as of the date hereof,of executed commitment letters (collectively, the “Equity Commitment Letters” and together with the DebtCommitment Letters, the “Financing Commitments”) pursuant to which the investors listed in Section 5.07(a) ofthe Mergerco Disclosure Schedule (the “Investors”) have committed to invest the cash amounts set forth thereinsubject to the terms therein (the “Equity Financing” and together with the Debt Financing, the “Financing”).

(b) As of the date hereof, the Financing Commitments are in full force and effect and have not been withdrawnor terminated or otherwise amended or modified in any respect. As of the date hereof, each of the FinancingCommitments, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the

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Parents and to Parents’ knowledge, the other parties thereto. Except as set forth in the Financing Commitments,there are no (i) conditions precedent to the respective obligations of the Investors to fund the full amount of theEquity Financing; (ii) conditions precedent to the respective obligations of the lenders specified in the DebtCommitment Letter to fund the full amount of the Debt Financing; or (iii) contractual contingencies under anyagreements, side letters or arrangements relating to the Financing Commitments to which either Parent or any oftheir respective affiliates is a party that would permit the lenders specified in the Debt Commitment Letters or theInvestors providing the Equity Commitment Letters to reduce the total amount of the Financing (other thanretranching or reallocating the Debt Financing in a manner that does not reduce the aggregate amount of the debtfinancing), or that would materially affect the availability of the Debt Financing or the Equity Financing. As of thedate hereof, (A) no event has occurred which, with or without notice, lapse of time or both, would constitute adefault or breach on the part of the Parents under any term or condition of the Financing Commitments, and(B) subject to the accuracy of the representations and warranties of the Company set forth in Article II hereof, andthe satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof, the Parents have no reason tobelieve that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by itcontained in the Financing Commitments. The Parents have fully paid any and all commitment fees or other feesrequired by the Financing Commitments to be paid on or before the date of this Agreement. Subject to the terms andconditions of this Agreement and as of the date hereof, assuming the funding of the Financing in accordance withthe terms and conditions of the Financing Commitments, the aggregate proceeds from the Financing constitute allof the financing required to be provided by the Parents or Mergerco for the consummation of the transactionscontemplated hereby, and are sufficient for the satisfaction of all of the Parents’ and Mergerco’s obligations underthis Agreement, including the payment of the Aggregate Merger Consideration and the payment of all associatedcosts and expenses (including any refinancing of indebtedness of Mergerco or the Company required in connectiontherewith).

(c) From and after the date hereof, Mergerco, the Parents, any Investor and their respective affiliates shall notenter into any discussions, negotiations, arrangements, understanding or agreements with respect to the EquityFinancing with those persons identified on Section 5.07(c) of the Company Disclosure Schedule.

SECTION 5.08 Limited Guarantee. Concurrently with the execution of this Agreement, the Parents havedelivered to the Company the Limited Guarantee of each of the Investors, dated as of the date hereof, with respect tocertain matters on the terms specified therein.

SECTION 5.09 Capitalization of Mergerco. As of the date of this Agreement, the authorized capital stock ofMergerco (the “Mergerco Shares”) will be held by the persons listed on Section 5.09 of Mergerco DisclosureSchedule. On the Closing Date, the Mergerco Shares will be held by the persons listed on Section 5.09 of theMergerco Disclosure Schedule and any other Investor who has committed to invest in the Equity Financing pursuantto the provisions of Section 6.13 (each such Investor, a “New Equity Investor” and each such New Equity Investor’sequity commitment letter, a “New Equity Commitment Letter”). Other than as set forth on Section 5.09 of theMergerco Disclosure Schedule, no person who holds shares of record or beneficially has an Attributable Interest inMergerco. Except as provided in the Equity Commitment Letters or the New Equity Commitment Letters, if any,there are no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements,obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to theMergerco Shares or any capital stock equivalent or other nominal interest in Mergerco (the “Mergerco EquityInterests”), pursuant to which Mergerco is or may become obligated to issue shares of its capital stock or otherequity interests or any securities convertible into or exchangeable for, or evidencing the right to subscribe for anyMergerco Equity Interests. Except as provided in the Equity Commitment Letters or New Equity CommitmentLetters, if any, there are no contracts or commitments to which Mergerco is a party relating to the issuance, sale ortransfer of any equity securities or other securities of Mergerco. Mergerco was formed solely for the purpose ofengaging in the transactions contemplated hereby, and it has not conducted any business prior to the date hereof andhas no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than thoseincident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated bythis Agreement.

SECTION 5.10 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or otherfee or commission in connection with the Merger based upon arrangements made by or on behalf of Mergerco with

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respect to which the Company or any subsidiary is or could become liable for payment in full or in part, except in theevent that the Company becomes obligated with respect to the payment of Mergerco’s Expenses pursuant to theterms of Section 8.02(a).

SECTION 5.11 Information Supplied. None of the information supplied or to be supplied by the Parents forinclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the shareholdersof the Company and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary in order to make the statements therein, in light ofthe circumstances under which they are made, not misleading.

SECTION 5.12 Solvency. As of the Effective Time, assuming (a) satisfaction of the conditions to the Parents’and Mergerco’s obligation to consummate the Merger, (b) the accuracy of the representation and warranties of theCompany set forth in Article IV hereof (for such purposes, such representations and warranties shall be true andcorrect in all material respects without giving effect to any knowledge, materiality or “Material Adverse Effect”qualification or exception), (c) any estimates, projections or forecasts have been prepared on good faith based uponreasonable assumptions, and (d) the Required Financial Information fairly presents the consolidated financialcondition of the Company and its subsidiaries as at the end of the periods covered thereby and the consolidatedresults of operations of the Company and its subsidiaries for the periods covered thereby, then immediately aftergiving effect to all of the transactions contemplated by this Agreement, the Surviving Corporation will be solvent.

SECTION 5.13 No Other Representations or Warranties. Except for the representations and warrantiescontained in this Article V, none of Mergerco, the Parents, or any other person on behalf of Mergerco or the Parentsmakes any express or implied representation or warranty with respect to Mergerco or with respect to any otherinformation provided to the Company in connection with the transactions contemplated hereby. None of Mergerco,the Parents and any other person will have or be subject to any liability or indemnification obligation to theCompany or any other person resulting from the distribution to the Company, or the Company’s use of, any suchinformation unless any such information is expressly included in a representation or warranty contained in thisARTICLE V.

ARTICLE VI.

COVENANTS AND AGREEMENTS

SECTION 6.01 Conduct of Business by the Company Pending the Merger. The Company covenants andagrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreementis terminated pursuant to Section 8.01, except (i) as may be required by Law; (ii) as may be agreed in writing by theParents; (iii) as may be expressly permitted pursuant to, or required under, this Agreement; or (iv) as set forth inSection 6.01 of the Company Disclosure Schedule, the business of the Company and its subsidiaries shall beconducted in the ordinary course of business and in a manner consistent with past practice in all material respects;and the Company and its subsidiaries shall use commercially reasonable efforts to preserve substantially intact theCompany’s business organization (except as otherwise contemplated by this Section 6.01) and retain the employ-ment of the Senior Executives; provided, however, that no action by the Company or its subsidiaries with respect tomatters specifically addressed by any provision of this Section 6.01 shall be deemed a breach of this sentence unlesssuch action would constitute a breach of such specific provision. Furthermore, the Company agrees with the Parentsand Mergerco that, except as set forth in Section 6.01 of the Company Disclosure Schedule or as may be consentedto in writing by the Parents, the Company shall not, and shall not permit any subsidiary to:

(a) amend or otherwise change the Articles of Incorporation or Bylaws of the Company or suchequivalent organizational documents of any of the subsidiaries;

(b) except for transactions between the Company and its subsidiaries, or among the Company’ssubsidiaries, or as otherwise permitted in Section 6.01 of this Agreement, issue, sell, pledge, dispose,encumber or grant any Equity Securities or Convertible Securities of the Company or its subsidiaries;provided, however, that (i) the Company may issue shares upon exercise of any Company Option or otherConvertible Security outstanding as of the date hereof, other agreement existing as of the date hereof, or as maybe granted after the date hereof in accordance with this Section 6.01, (ii) the Company may issue shares of

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Company Common Stock pursuant to the Company ESPP in accordance with this Section 6.01 and (iii) anyother agreement existing as of the date hereof;

(c) acquire, except in respect of any mergers, consolidations, business combinations among the Com-pany and its subsidiaries or among the Company’s subsidiaries (including by merger, consolidation, oracquisition of stock or assets), any corporation, partnership, limited liability company, other businessorganization or any division thereof, or any material amount of assets in connection with acquisitions orinvestments with a purchase price in excess of $150,000,000 in the aggregate; provided, that without theParents’ consent, which such consent shall not be unreasonably withheld, the Company and its subsidiariesshall not acquire or make any investment (or agree to acquire or to make any investment) in any entity thatholds, or has an attributable interest in, any license, authorization, permit or approval issued by the FCC;provided that it shall be deemed reasonable by the Parents to withhold consent for an acquisition or investmentthat would be reasonably likely to delay, impede or prevent receipt of the FCC Consent;

(d) adjust, recapitalize, reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire anyEquity Securities or Convertible Securities (other than the acquisition of Equity Securities or ConvertibleSecurities originally issued pursuant to the terms of the Company Benefit Plan in connection with a cashlessexercise or as contemplated by Section 6.01 hereof) tendered by employees or former employees;

(e) other than with respect to the payment by the Company of a regular quarterly dividend, as and whennormally paid, not to exceed $0.1875 per share, declare, set aside for payment or pay any dividend payable incash, property or stock on, or make any other distribution in respect of, any shares of its capital stock orotherwise make any payments to its shareholders in their capacity as such (other than dividends by a direct orindirect majority-owned subsidiary of the Company to its parent);

(f) create, incur or assume any indebtedness for borrowed money, issue any note, bond or other securityor guarantee any indebtedness for any person (other than a subsidiary) except for indebtedness: (i) incurredunder the Company’s or a subsidiary’s existing credit facilities or incurred to replace, renew, extend, refinanceor refund any existing indebtedness in the ordinary course of business consistent with past practice, not inexcess of the existing credit limits, provided that no syndication, placement or other marketing efforts inconnection with the replacement, renewal, extension or refinancing of any existing indebtedness shall beconducted or be announced during the Marketing Period and during the period commencing twenty(20) business days immediately prior to the Marketing Period; (ii) for borrowed money incurred pursuantto agreements in effect prior to the execution of this Agreement; (iii) as otherwise required in the ordinarycourse of business consistent with past practice; or (iv) other than as permitted pursuant to this Section 6.01, inan aggregate principal amount not to exceed $250,000,000; provided that, notwithstanding the foregoing, in noevent shall: (x) the Company redeem, repurchase, prepay, defease, cancel or otherwise acquire any notesmaturing on or after January 1, 2009; (y) the Company or any subsidiary create, incur or assume anyindebtedness that can not be prepaid at any time without penalty or premium (other than customary LIBOR“breakage” costs); or (z) create, incur or assume any indebtedness that would interfere with, hinder or preventthe Parents from being able to consummate the Financing Commitments in effect as of the date hereof;

(g) make any material change to its methods of accounting in effect at December 31, 2005, except (i) asrequired by GAAP, Regulation S-X of the Exchange Act or as required by a Governmental Authority or quasi-Governmental Authority (including the Financial Accounting Standards Board or any similar organization);(ii) as required by a change in applicable Law; or (iii) as disclosed in the Company SEC Documents filed priorto the date hereof;

(h) without the consent of the Parents, adopt or enter into a plan of restructuring, recapitalization or otherreorganization (other than the Merger and other than transactions exclusively between the Company and itssubsidiaries or between the Company’s subsidiaries, in which case, the Parents’ consent will not be unrea-sonably withheld or delayed);

(i) except for (i) transactions among the Company and its subsidiaries, (ii) as provided for in Sec-tion 6.01(i) of the Company Disclosure Schedule, and (iii) pursuant to contracts in force on the date of thisAgreement and listed in Section 6.01(i) of the Company Disclosure Schedule, sell, lease, license, transfer,

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exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any Lien (otherthan Permitted Liens) or otherwise dispose of any asset or any portion of its properties or assets with a saleprice in excess of $50,000,000;

(j) except (a) as required by Law or the Treasury Regulations promulgated under the Code, or (b) aswould not result in the incurrence of a material amount of additional taxes, or (c) as otherwise is in the ordinarycourse of business and in a manner consistent with past practice, (i) make any material change (or file any suchchange) in any method of Tax accounting or any annual Tax accounting period; (ii) make, change or rescindany material Tax election; (iii) participate in any settlement negotiations concerning United States federalincome Taxes in respect of the 2003 or subsequent tax year without giving one representative designated by theParents the opportunity to monitor such audit and providing monthly updates to the Parents in respect of anysignificant developments regarding such 2003 or subsequent tax years; (iv) settle or compromise any materialTax liability, audit claim or assessment; (v) surrender any right to claim for a material Tax refund; (vi) file anyamended Tax Return involving a material amount of additional Taxes; (vii) enter into any closing agreementrelating to material Taxes; or (viii) waive or extend the statute of limitations in respect of material Taxes otherthan pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business;

(k) grant, confer or award Convertible Securities or other rights to acquire any of its or its subsidiaries’capital stock or take any action to cause to be exercisable any otherwise unexercisable option under anyCompany Option Plan (except as otherwise provided by the terms of any unexercisable options outstanding onthe date hereof), except (i) as may be required under any bonus or incentive plans existing prior to the datehereof or entered into after the date hereof in accordance with this Section 6.01 and employment agreementsexecuted prior to the date hereof or entered into after the date hereof in accordance with this Section 6.01; and(ii) for customary grants of Equity Securities and Convertible Securities made to employees at fair marketvalue, as determined by the Board of Directors of the Company; provided that with respect to subsections(i) and (ii) hereof, the number of shares of Company Common Stock subject to such Equity Securities orConvertible Securities shall not exceed 0.25% of the outstanding shares of Company Common Stock as of theclose of business on November 10, 2006;

(l) except as required pursuant to existing written agreements or existing Company Benefit Plans in effectas of the date hereof, or as permitted by this Section 6.01 or as disclosed in Section 6.01(l) of the CompanyDisclosure Schedule, or as otherwise required by Law, (i) increase the compensation or other benefits payable orto become payable to (x) current or former directors (including Lowry Mays, Mark Mays, and Randall Mays intheir capacities as executive officers of the Company); (y) any other Senior Executives of the Company by anamount exceeding the amount set forth on Section 6.01(l) of the Company Disclosure Schedule, or (z) otheremployees except in the ordinary course of business consistent with past practices (ii) grant any severance ortermination pay to, or enter into any severance agreement with any current or former director, executive officer oremployee of the Company or any of its subsidiaries, except as are required in accordance with any CompanyBenefit Plan and in the case of employees other than the Senior Executives, other than in the ordinary course ofbusiness consistent with past practice, (iii) enter into any employment agreement with any director, executiveofficer or employee of the Company or any of its subsidiaries, except (A) employment agreements to the extentnecessary to replace a departing executive officer or employee upon substantially similar terms, (B) employmentagreements with on-air talent, (C) new employment agreements entered into in the ordinary course of businessproviding for compensation not in excess of $250,000 annually and with a term of no more than two (2) years, or(D) extension of employment agreements other than agreements with the Senior Executives in the ordinarycourse of business consistent with past practice (iv) adopt, approve, ratify, enter into or amend any collectivebargaining agreement, side letter, memorandum of understanding or similar agreement with any labor union,except, in each case, as would not result in a material increase to the Company in the cost of maintaining suchcollective bargaining agreement, plan, trust, fund, policy or arrangement or (v) adopt, amend or terminate anyCompany Benefit Plan (except as otherwise specifically provided in this Section 6.01(l) or as required byapplicable law), retention, change in control, profit sharing, or severance plan or contract for the benefit of any oftheir current or former directors, officers, or employees or any of their beneficiaries, except for any amendment tocomply with Section 409(A) of the Code;

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(m) make any capital expenditure or expenditures which is in excess of $50,000,000 individually or$100,000,000 in the aggregate, except for any such capital expenditures in aggregate amounts consistent withpast practice or as required pursuant to new contracts entered into in the ordinary course of business;

(n) make any investment (by contribution to capital, property transfers, purchase of securities orotherwise) in, or loan or advance (other than travel and similar advances to its employees in the ordinarycourse of business consistent with past practice) to, any person in excess of $25,000,000 in the aggregate for allsuch investments, loans or advances, other than an investment in, or loan or advance to a subsidiary; provided,however, that (other than travel and similar advances in the ordinary course of business) the Company shall notmake any loans or advances to any Senior Executives;

(o) settle or compromise any material claim, suit, action, arbitration or other proceeding whetheradministrative, civil or criminal, in law or in equity, provided that the Company may settle or compromise anysuch claim that is not related to this Agreement or the transactions contemplated hereby that do not exceed$10,000,000 individually or $30,000,000, in the aggregate and do not impose any material restriction on thebusiness or operations of the Company or its subsidiaries;

(p) except with respect to any Permitted Divestitures, without the Parents’ consent, which consent maynot be unreasonably withheld, delayed or conditioned, enter into any LMA in respect of the programming ofany radio or television broadcast station or contract for the acquisition or sale of any radio broadcast station,television broadcast station or daily newspaper (by merger, purchase or sale of stock or assets or otherwise) orof any equity or debt interest in any person that directly or indirectly has an attributable interest in any radiobroadcast station, television broadcast station or daily newspaper; provided, that it shall be deemed reasonablefor the Parents to withhold consent for any such LMA or acquisition that would be reasonably likely to delay,impede or prevent receipt of the FCC Consent;

(q) make any amendment or modification to, or give any consent or grant any waiver under, that certainMaster Agreement, dated as of November 16, 2005, by and between the Company and Outdoor Holdings (the“Master Agreement”), to permit Outdoor Holdings to issue capital stock, option or other security, consolidateor merge with another person, declare or pay any dividend, sell or encumber any of its assets, amend, modify,cancel, forgive or assign any intercompany notes or amend, terminate or modify the Master Agreement or theCorporate Services Agreement between Clear Channel Management Services, L.P. and Outdoor Holdings,dated November 16, 2005;

(r) enter into any transaction, agreement, arrangement or understanding between (i) the Company or anyof its subsidiaries, on the one hand, and (ii) any affiliate of the Company (other than its subsidiaries) on theother hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K that involvesmore than $100,000, except for (a) in the ordinary course of business consistent with the practices disclosed inthe SEC Documents; and (b) the grant of Equity Securities or Convertible Securities permitted by thisAgreement under Company Option Plans and (c) compensatory payments as provided for in the Company’sbonus or incentive plans adopted by the Compensation Committee of the Board of Directors of the Company orthe Board of Directors of the Company prior to the date hereof;

(s) adopt any takeover defenses or take any action to render any state takeover statutes inapplicable toany transaction other than the transactions contemplated by this Agreement; or

(t) authorize or enter into any written agreement or otherwise make any commitment to do any of theforegoing.

SECTION 6.02 FCC Matters. During the period from the date of this Agreement to the Effective Time or thedate, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall, and shall causeeach of its Material Subsidiaries to: (i) use reasonable best efforts to comply with all material requirements of theFCC applicable to the operation of the Company Stations; (ii) promptly deliver to the Parents copies of any materialreports or applications filed with the FCC; (iii) promptly notify the Parents of any inquiry, investigation orproceeding initiated by the FCC relating to the Company Stations which, if determined adversely to the Company,would be reasonably likely to have, in the aggregate, a Material Adverse Effect on the Company; and (iv) not make

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or revoke any election with the FCC if such election or revocation would have, in the aggregate, a Material AdverseEffect on the Company.

SECTION 6.03 Proxy Statement.

(a) Covenants of the Company with Respect to the Proxy Statement. Within thirty (30) days following thedate of this Agreement, subject to Section 6.07 hereof, the Company shall prepare and shall cause to be filed withthe SEC a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”)relating to the meeting of the Company’s shareholders to be held to consider the adoption and approval of thisAgreement and the Merger. The Company shall include, except to the extent provided in Section 6.07, the text ofthis Agreement and the recommendation of the Board of Directors of the Company that the Company’s shareholdersapprove and adopt this Agreement. The Company shall use reasonable best efforts to respond as promptly asreasonably practicable to any comments of the SEC with respect to the Proxy Statement. The Company shallpromptly notify the Parents upon the receipt of any comments from the SEC or its staff or any request from the SECor its staff for amendments or supplements to the Proxy Statement, shall consult with the Parents prior to respondingto any such comments or request or filing any amendment or supplement to the Proxy Statement and shall providethe Parents with copies of all correspondence between the Company and its Representatives on the one hand and theSEC and its staff on the other hand. None of the information with respect to the Company or its subsidiaries to beincluded in the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments orsupplements thereto, and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact oromit to state any material fact required to be stated therein or necessary in order to make the statements therein, inlight of the circumstances under which they were made, not misleading. The Proxy Statement will comply in allmaterial respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

(b) Covenants of the Parents with Respect to the Proxy Statement. None of the information with respect tothe Parents, Mergerco or their respective subsidiaries specifically provided in writing by the Parents or any personauthorized to act on their behalf for inclusion in the Proxy Statement will, at the time of the mailing of the ProxyStatement or any amendments or supplements thereto, and at the time of the Shareholders’ Meeting, contain anyuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary inorder to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c) Cooperation. The Company and the Parents shall cooperate and consult with each other in preparation ofthe Proxy Statement. Without limiting the generality of the foregoing, the Parents will furnish to the Company theinformation relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to beset forth in the Proxy Statement. Notwithstanding anything to the contrary stated above, prior to filing and mailingthe Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC withrespect thereto, the party responsible for filing or mailing such document shall provide the other party anopportunity to review and comment on such document or response and shall discuss with the other party andinclude in such document or response, comments reasonably and promptly proposed by the other party.

(d) Mailing of Proxy Statement; Amendments. Within five (5) days after the Proxy Statement has beencleared by the SEC, the Company shall mail the Proxy Statement to the holders of Company Common Stock as ofthe record date established for the Shareholders’ Meeting. If at any time prior to the Effective Time any event orcircumstance relating to the Company, the Parents or Mergerco or any of the Company’s subsidiaries or the Parents’or Mergerco’s subsidiaries, or their respective officers or directors, should be discovered by the Company or theParents, respectively, which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment ora supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of a materialfact or omit to state any material fact required to be stated therein or necessary in order to make the statementstherein, in light of the circumstances under which they are made, not misleading, such party shall promptly informthe other. Each of the Parents and the Company agree to correct any information provided by it for use in the ProxyStatement which shall have become false or misleading (determined in accordance with Rule 14a-9(a) of theExchange Act). All documents that each of the Company and the Parents is responsible for filing with the SEC inconnection with the Merger will comply as to form and substance in all material respects with the applicablerequirements of the Securities Act and the Exchange Act and the rules and regulations of the NYSE.

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SECTION 6.04 Shareholders’ Meeting . Unless this Agreement has been terminated pursuant to Section 8.01,the Company shall, promptly after the SEC indicates that it has no further comments on the Proxy Statement,establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders within forty-five(45) days of the mailing of such Proxy Statement, for the purpose of voting upon the adoption of this Agreement andapproval of the Merger (the “Shareholders’ Meeting”), and the Company shall hold the Shareholders’ Meeting.The Company shall recommend to its shareholders the adoption of this Agreement and approval of the Merger in theProxy Statement and at the Shareholders’ Meeting (the “Company Recommendation”); provided, however, thatthe Company shall not be obligated to recommend to its shareholders the adoption of this Agreement or approval ofthe Merger at its Shareholders’ Meeting to the extent that the Board of Directors of the Company makes a Change ofRecommendation pursuant to the provisions of Section 6.07. Unless the Company makes a Change of Recom-mendation, the Company will use commercially reasonable efforts to solicit from its shareholders proxies in favorof the adoption and approval of this Agreement and the Merger and will take all other action necessary or advisableto secure the vote or consent of its shareholders required by the rules of the NYSE or the applicable Law to obtainsuch approvals. The Company shall keep the Parents updated with respect to proxy solicitation results as reasonablyrequested by the Parents.

SECTION 6.05 Appropriate Action; Consents; Filings.

(a) Subject to the terms of this Agreement, the parties hereto will use their respective reasonable best efforts toconsummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forthin Article VII to be satisfied, including (i) in the case of the Parents, the obtaining of all necessary approvals under anyapplicable communication Laws required in connection with this Agreement, the Merger and the other transactionscontemplated by this Agreement, including any obligations of the Parents in accordance with Section 6.05(b); (ii) theobtaining of all necessary actions or non-actions, consents and approvals from Governmental Authorities or otherpersons necessary in connection with the consummation of the transactions contemplated by this Agreement and themaking of all necessary registrations and filings (including filings with Governmental Authorities if any) and the takingof all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, anyGovernmental Authority or other persons necessary in connection with the consummation of the transactions con-templated by this Agreement; (iii) the defending of any lawsuits or other legal proceedings, whether judicial oradministrative, challenging this Agreement or the consummation of the transactions performed or consummated by suchparty in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining orderentered by any court or other Governmental Authority vacated or reversed; and (iv) the execution and delivery of anyadditional instruments necessary to consummate the Merger and other transactions to be performed or consummated bysuch party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. Each ofthe parties hereto shall promptly (in no event later than fifteen (15) business days following the date that this Agreementis executed) make its respective filings, and thereafter make any other required submissions under the HSR Act and anyapplicable non-U.S. competition or antitrust Laws with respect to the transactions contemplated hereby. The Parents andthe Company shall cooperate to prepare such applications as may be necessary for submission to the FCC in order toobtain the FCC Consent (the “FCC Applications”) and shall promptly (in no event later than thirty (30) business daysfollowing the date that this Agreement is executed) file such FCC Applications with the FCC. Said FCC Applicationsshall specify that Mergerco, or any person having an attributable ownership interest in Mergerco as defined for purposesof applying the FCC Media Ownership Rules (“Attributable Investor”), shall render non-attributable all interests in anyassets or businesses which would conflict with the FCC Media Ownership Rules (including, without limitation, theequity debt plus rules) if such interests were held by Mergerco or any Attributable Investor following the Effective Time,including, without limitation, any such interest that Mergerco or any Attributable Investor is or may become obligated toacquire (the “Attributable Interest”). The Parents shall, and the Parents shall cause each Attributable Investor to,(i) render non-attributable under the FCC Media Ownership Rules each Attributable Interest, and (ii) not acquire or enterinto any agreement to acquire any Attributable Interest, and not permit to exist any interest that conflicts with the FCC’salien ownership rules. The action required by clause (i) above shall be completed not later than the Effective Time. Theparties shall diligently take, or cooperate in the taking of, all necessary, desirable and proper actions, and provide anyadditional information, reasonably required or requested by the FCC. Each of the Parents and the Company will keep theother informed of any material communications (including any meeting, conference or telephonic call) and will providethe other copies of all correspondence between it (or its advisors) and the FCC and each of the Parents and the Companywill permit the other to review any material communication relating to the FCC Applications to be given by it to the FCC.

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Each of the Parents and the Company shall notify the other in the event it becomes aware of any other facts, actions,communications or occurrences that might directly or indirectly affect the Parents’ or the Company’s intent or ability toeffect prompt FCC approval of the FCC Applications. The Parents and the Company shall oppose any petitions to deny orother objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of theFCC Consent. Each of the Parents and the Company agrees not to, and shall not permit any of their respectivesubsidiaries to, take any action that would reasonably be expected to materially delay, materially impede or preventreceipt of the FCC Consent. The fees required by the FCC for the filing of the FCC Applications shall be borne one-halfby the Parents (on behalf of Mergerco) and one-half by the Company

(b) The Parents agree to take promptly any and all steps necessary to avoid or eliminate each and everyimpediment and obtain all consents under any antitrust, competition or communications or broadcast Law(including the FCC Media Ownership Rules) that may be required by any U.S. federal, state or local or anyapplicable non-U.S. antitrust or competition Governmental Authority, or by the FCC or similar GovernmentalAuthority, in each case with competent jurisdiction, so as to enable the parties to close the transactions contemplatedby this Agreement as promptly as practicable, including committing to or effecting, by consent decree, holdseparate orders, trust, or otherwise, the Divestiture of such assets or businesses as are required to be divested in orderto obtain the FCC Consent, or to avoid the entry of, or to effect the dissolution of or vacate or lift, any Order, thatwould otherwise have the effect of preventing or materially delaying the consummation of the Merger and the othertransactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 6.05, if theFTC or the Antitrust Division of the United States Department of Justice has not granted the necessary approvalsunder the HSR Act of the date that is nine (9) months following the date hereof, then, if the respective antitrustcounsel to the Company and the Parents, in consultation with each other and in the exercise of their professionaljudgment, jointly determine that a Divestiture (as defined below) is required to obtain the necessary approvals underthe HSR Act, they shall provide written notice of such determination to the Parents and the Company (the“Divestiture Notice”). Upon receipt of the Divestiture Notice, the Parents shall promptly, and in any event withintwelve (12) months, implement or cause to be implemented a Divestiture. For purposes of this Agreement, a“Divestiture” of any asset or business shall mean (i) any sale, transfer, separate holding, divestiture or otherdisposition, or any prohibition of, or any limitation on, the acquisition, ownership, operation, effective control orexercise of full rights of ownership, of such asset; or (ii) the termination or amendment of any existing orcontemplated Mergerco’s or Company’s governance structure or contemplated Mergerco’s or Company’s con-tractual or governance rights. Further, and for the avoidance of doubt, the Parents will take any and all actionsnecessary in order to ensure that (x) no requirement for any non-action, consent or approval of the FTC, theAntitrust Division of the United States Department of Justice, any authority enforcing applicable antitrust,competition, communications Laws, any State Attorney General or other governmental authority, (y) no decree,judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no othermatter relating to any antitrust or competition Law or any communications Law, would preclude consummation ofthe Merger by the Termination Date.

(c) Each of the Parents and the Company shall give (or shall cause its respective subsidiaries to give) anynotices to third parties, and the Parents and the Company shall use, and cause each of its subsidiaries to use, itsreasonable best efforts to obtain any third party consents not covered by paragraphs (a) and (b) above, necessary,proper or advisable to consummate the Merger. Each of the parties hereto will furnish to the other such necessaryinformation and reasonable assistance as the other may request in connection with the preparation of any requiredgovernmental filings or submissions and will cooperate in responding to any inquiry from a GovernmentalAuthority, including immediately informing the other party of such inquiry, consulting in advance before makingany presentations or submissions to a Governmental Authority, and supplying each other with copies of all materialcorrespondence, filings or communications between either party and any Governmental Authority with respect tothis Agreement.

(d) In order to avoid disruption or delay in the processing of the FCC Applications, the Parents and theCompany agree, as part of the FCC Applications, to request that the FCC apply its policy permitting licenseassignments and transfers in transactions involving multiple markets to proceed, notwithstanding the pendency ofone or more license renewal applications. The Parents and the Company agree to make such representations andundertakings as necessary or appropriate to invoke such policy, including undertakings to assume the position of

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applicant with respect to any pending license renewal applications, and to assume the risks relating to suchapplications. The Parents and the Company acknowledge that license renewal applications (each, a “RenewalApplication”) may be pending before the FCC with respect to the Company Stations (each, a “Renewal Station”).To the extent reasonably necessary to expedite grant of a Renewal Application, and thereby facilitate grant of theFCC Applications, the Parents and the Company shall enter into tolling agreements with the FCC with respect to therelevant Renewal Application as necessary or appropriate to extend the statute of limitations for the FCC todetermine or impose a forfeiture penalty against such Renewal Station in connection with any pending complaints,investigations, letters of inquiry, or other proceedings, including, but not limited to, complaints that such RenewalStation aired programming that contained obscene, indecent or profane material (a “Tolling Agreement”). TheParents and the Company shall consult in good faith with each other prior to entering into any such TollingAgreement. Section 6.05(d) of the Company Disclosure Schedule sets forth all main radio and television stationsowned by the Company with Renewal Applications pending as of the date of this Agreement.

SECTION 6.06 Access to Information; Confidentiality.

(a) From the date hereof to the Effective Time or the date, if any, on which this Agreement is terminatedpursuant to Section 8.01, except as otherwise prohibited by applicable Law or the terms of any contract entered intoprior to the date hereof or as would reasonably be expected to violate or result in a loss or impairment of anyattorney-client or work product privilege (it being understood that the parties shall use their reasonable best effortsto cause such information to be provided in a manner that does not result in such violation, loss or impairment), theCompany shall and shall cause each of its subsidiaries to (i) provide to the Parents (and their respective officers,directors, employees, accountants, consultants, legal counsel, permitted financing sources, agents and otherrepresentatives (collectively, the “Representatives”)) reasonable access during normal business hours to theCompany’s and Material Subsidiaries’ officers, employees, offices and other facilities, properties, books, contractsand records and other information as the Parents may reasonably request regarding the business, assets, liabilities,employees and other aspects of the Company and its subsidiaries; (ii) permit the Parents to make copies andinspections thereof as the Parents may reasonably request; and (iii) furnish promptly to the Parents such informationconcerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and itssubsidiaries as the Parents or their respective Representatives may reasonably request. In addition, during suchperiod, the Company shall provide the Parents and their respective Representatives copies of the unaudited monthlyconsolidated balance sheet of the Company for the month then ended and related statements of earnings, and cashflows in the form and promptly following such time as they are provided or made available to the Senior Executives.

(b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of theirrespective obligations under the Confidentiality Agreements.

SECTION 6.07 No Solicitation of Competing Proposal.

(a) Notwithstanding any other provision of this Agreement to the contrary, commencing on the date of thisAgreement and continuing until 11:59 p.m., Eastern Standard Time, on December 7, 2006 (the “No-Shop PeriodStart Date”), the Company and its subsidiaries and their respective Representatives shall have the right to directly orindirectly (i) initiate, solicit and encourage Competing Proposals from third parties, including by way of providingaccess to non-public information to such third parties in connection therewith; provided, that the Company shallenter into confidentiality agreements with any such third parties and shall promptly provide to the Parents anymaterial non-public information concerning the Company or its subsidiaries that is provided to any such third partywhich has not been previously provided to the Parents; and (ii) participate in discussions or negotiations regarding,and take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonablybe expected to lead to, a Competing Proposal. On the No-Shop Period Start Date, the Company shall advise theParents orally and in writing of the number and identities of the parties making a bona fide written CompetingProposal that the Board of Directors of the Company or any committee thereof believes in good faith afterconsultation with the Company’s outside legal and financial advisor of nationally recognized reputation, that suchCompeting Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (any such proposal,an “Excluded Competing Proposal”) and provide to the Parents (within two (2) calendar days) written notice whichnotice shall specify the material terms and conditions of any such Excluded Competing Proposal (including theidentity of the party making such Excluded Competing Proposal).

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(b) Except as may relate to any person from whom the Company has received, after the date hereof and prior tothe No-Shop Period Start Date, an Excluded Competing Proposal, commencing on the No-Shop-Period Start Date(and with respect to any persons from whom the Company has received, after the date hereof and prior to the No-Shop Period Start Date, an Excluded Competing Proposal commencing on January 5, 2007) the Company shall, andthe Company shall cause its subsidiaries and Representatives (including financial advisors) to, (i) immediatelycease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any personsconducted heretofore by the Company, its subsidiaries or any Representatives with respect to any actual or potentialCompeting Proposal, and (ii) with respect to parties with whom discussions or negotiations have been terminatedon, prior to or subsequent to the date hereof, the Company shall use its reasonable best efforts to obtain the return orthe destruction of, in accordance with the terms of the applicable confidentiality agreement, and confidentialinformation previously furnished by the Company, its subsidiaries or its Representatives. From and after the No-Shop Period Start Date until and with respect to any Excluded Competing Proposal from and after January 5,2007) the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant toSection 8.01, and except as otherwise specifically provided for in this Section 6.07, the Company agrees that neitherit nor any subsidiary shall, and that it shall use its reasonable best efforts to cause its and their respectiveRepresentatives not to, directly or indirectly: (i) initiate, solicit, or knowingly facilitate or encourage the submissionof any inquiries proposals or offers with respect to a Competing Proposal (including by way of furnishinginformation); (ii) participate in any negotiations regarding, or furnish to any person any information in connectionwith, any Competing Proposal; (iii) engage in discussions with any person with respect to any Competing Proposal;(iv) approve or recommend any Competing Proposal; (v) enter into any letter of intent or similar document or anyagreement or commitment providing for any Competing Proposal; or (vi) otherwise cooperate with, or assist orparticipate in, or knowingly facilitate or encourage any effort or attempt by any person (other than the Parents ortheir representatives) with respect to, or which would reasonably be expected to result in, a Competing Proposal; or(vii) exempt any person from the restrictions contained in any state takeover or similar laws or otherwise cause suchrestrictions not to apply to any person or to any Competing Proposal.

(c) Notwithstanding the limitations set forth in Section 6.07(b), from the date hereof and prior to the receipt ofRequisite Shareholder Approval, if the Company receives any written Competing Proposal which the Board ofDirectors of the Company believes in good faith to be bona fide and did not result from a breach of Section 6.07(b),(i) which the Board of Directors of the Company determines, after consultation with outside counsel and financialadvisors, constitutes a Superior Proposal; or (ii) which the Board of Directors of the Company determines in goodfaith after consultation with the Company’s outside legal and financial advisors could reasonably be expected toresult, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, theCompany may, subject to compliance with Section 6.07(h), take the following actions: (x) furnish information tothe third party making such Competing Proposal, provided the Company receives from the third party an executedconfidentiality agreement (the terms of which are substantially similar to, and no less favorable to the Company, inthe aggregate, than those contained in the Confidentiality Agreements) and (y) engage in discussions or nego-tiations with the third party with respect to the Competing Proposal; provided, however, that the Company shallpromptly provide the Parents any non-public information concerning the Company or any of its subsidiaries that isprovided to the third party making such Competing Proposal or its Representatives which was not previouslyprovided to the Parents.

(d) Neither the Board of Directors of the Company nor any committee thereof shall (i) change, qualify,withdraw or modify in any manner adverse to the Parents or Mergerco, or publicly propose to change, qualify,withdraw or modify in a manner adverse to the Parents or Mergerco, the Company Recommendation or the approvalor declaration of advisability by such Board of Directors of the Company, or any Committee thereof, of thisAgreement and the transactions contemplated hereby, including the Merger or (ii) take any other action or make anyrecommendation or public statement in connection with a tender offer or exchange offer other than a recommen-dation against such offer or otherwise take any action inconsistent with the Company Recommendation (a “Changeof Recommendation”).

(e) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the RequisiteShareholder Approval, the Company receives a Competing Proposal which the Board of Directors of the Companyconcludes in good faith, after consulting with outside counsel and financial advisors, constitutes a Superior Proposal, the

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Board of Directors of the Company may (x) effect a Change of Recommendation and/or (y) terminate this Agreement toenter into a definitive agreement with respect to such Superior Proposal if the Board of Directors of the Companydetermines in good faith, after consultation with outside counsel and its financial advisor, that failure to take such actioncould reasonably be expected to violate its fiduciary duties under applicable Law; provided, however that the Companyshall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to theforegoing clause (y) shall be void and of no force or effect, unless concurrently with such termination the Company paysthe Company Termination Fee payable pursuant to Section 8.02(a); and provided, further, that the Board of Directors ofthe Company may not effect a Change of Recommendation pursuant to the foregoing clause (x) or terminate thisAgreement pursuant to the foregoing clause (y) in response to a Superior Proposal unless (i) the Company shall haveprovided prior written notice to the Parents, at least five (5) business days in advance (the “Notice Period”), of itsintention to effect a Change of Recommendation in response to such Superior Proposal or terminate this Agreement toenter into a definitive agreement with respect to such Superior Proposal, which notice shall specify the material terms andconditions of any such Superior Proposal (including the identity of the party making such Superior Proposal) and shallhave contemporaneously provided a copy of the relevant proposed transaction agreements with the party making suchSuperior Proposal and other material documents and (ii) the Board of Directors of the Company shall have determined ingood faith, after consultation with outside counsel, that the failure to make a Change of Recommendation in connectionwith the Superior Proposal could be reasonably likely to violate the Company’s Board of Directors’ fiduciary dutiesunder applicable Law, and (iii) the Company shall have promptly notified the Parents in writing of the determinationsdescribed in clause (ii) above, and (iv) following the expiration of the Notice Period, and taking into account any revisedproposal made by the Parents since commencement of the Notice Period, the Board of Directors of the Company hasdetermined in good faith, after consultation with outside legal counsel, that such Superior Proposal remains a SuperiorProposal; provided, however, that during such Notice Period the Company shall in good faith negotiate with the Parents,to the extent the Parents wish to negotiate, to enable the Parents to make such proposed changes to the terms of thisAgreement, provided, further, that in the event of any material change to the material terms of such Superior Proposal, theBoard of Directors of the Company shall, in each case deliver to the Parents an additional notice, and the Notice Periodshall recommence; (v) the Company is in compliance, in all material respects, with Section 6.07, and (vi) with respect toa termination of this Agreement pursuant to the foregoing clause (y), the Company concurrently pays the CompanyTermination Fee pursuant to Section 8.02(a).

(f) The Company promptly (and in any event within two (2) calendar days) shall advise the Parents orally andin writing of any Competing Proposal or any inquiry, proposal or offer, request for information or request fordiscussions or negotiations with respect to or that would reasonably be expected to lead to any Competing Proposal,the identity of the person making any such Competing Proposal, or inquiry, proposal, offer or request and shallprovide the Parents with a copy (if in writing) and summary of the material terms of any such Competing Proposalor such inquiry, proposal or request. The Company shall keep the Parents informed of the status (including anychange to the terms thereof) of any such Competing Proposal or inquiry, proposal or request. The Company agreesthat it shall not and shall cause the Company’s subsidiaries not to enter into any confidentiality agreement or otheragreement with any person subsequent to the date of this Agreement which prohibits the Company from providingsuch information to the Parents. The Company agrees that neither it nor any of its subsidiaries shall terminate,waive, amend or modify any provision or any existing standstill or confidentiality agreement to which it or any of itssubsidiaries is a party and that it and its subsidiaries shall enforce the provisions of any such agreement, unlessfailure by the Board of Directors of the Company to take such action could reasonably be expected to violate itsfiduciary duties under applicable Law.

(g) Nothing contained in this Agreement shall prohibit the Company or the Board of Directors of theCompany from (i) disclosing to the Company’s shareholders a position contemplated by Rules 14d-9 and 14e-2(a)promulgated under the Exchange Act; or (ii) making any disclosure to its shareholders if the Board of Directors ofthe Company has reasonably determined in good faith, after consultation with outside legal counsel, that the failureto do so would be inconsistent with any applicable state or federal securities Law; provided any such disclosure(other than a “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f)under the Exchange Act) shall be deemed to be a Change of Recommendation unless the Board of Directors of theCompany publicly reaffirms at least two (2) business days after a request by the Parents to do so its recommendationin favor of the adoption of this Agreement.

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(h) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer (including anyproposal from or to the Company’s shareholders from any person or “group” (as defined in Section 13(d) of theExchange Act) other than the Parents, Mergerco and their respective subsidiaries relating to: (i) any direct orindirect acquisition or purchase, in any single transaction or series of related transactions, by any such person orgroup acting in concert, of 15% or more of the fair market value of the assets, issued and outstanding CompanyCommon Stock or other ownership interests of the Company and its consolidated subsidiaries, taken as a whole, orto which 15% or more of the Company’s and its subsidiaries net revenues or earnings on a consolidated basis areattributable; (ii) any tender offer or exchange offer (including through the filing with the SEC of a Schedule TO), asdefined pursuant to the Exchange Act, that if consummated, would result in any person or “group” (as defined inSection 13(d) of the Exchange Act) beneficially owning 15% or more of the Company Common Stock; or (iii) anymerger, consolidation, business combination, recapitalization, issuance of or amendment to the terms of outstand-ing stock or other securities, liquidation, dissolution or other similar transaction involving the Company as a resultof which any person or group acting in concert would acquire assets, securities or businesses described in clause (i)above.

(i) As used in this agreement, “Superior Proposal” shall mean any bona fide written offer or proposal madeby a third party (including any shareholder of the Company) to acquire (when combined with such party’sownership of securities of the Company held immediately prior to such offer or proposal) greater than 50% of theissued and outstanding Company Common Stock or all or substantially all of the assets of the Company and itssubsidiaries, taken as a whole, pursuant to a tender or exchange offer, a merger, a consolidation, a liquidation ordissolution, a recapitalization, an issuance of securities by the Company, a sale of all or substantially all theCompany’s assets or otherwise, on terms which are not subject to a financing contingency and which the Board ofDirectors of the Company determines in good faith, after consultation with the Company’s financial and legaladvisors and consideration of all terms and conditions of such offer or proposal (including the conditionality and thetiming and likelihood of consummation of such proposal), is on terms that are more favorable to the holders of theCompany Common Stock from a financial point of view than the terms set forth in this Agreement or the terms ofany other proposal made by the Parents after the Parents’ receipt of a notification of such Superior Proposal, takinginto account at the time of determination, among any other factors, any changes to the terms of this Agreement thatas of that time had been proposed by the Parents in writing and the conditionality and likelihood of consummationof the Superior Proposal.

SECTION 6.08 Directors’ and Officers’ Indemnification and Insurance.

(a) Mergerco agrees that all rights to exculpation and indemnification for acts or omissions occurring at orprior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including anymatters arising in connection with the transactions contemplated by this Agreement), now existing in favor of thecurrent or former directors or officers, as the case may be, of the Company or its subsidiaries as provided in theirrespective Articles of Incorporation or Bylaws (or comparable organization documents) or in any agreement shallsurvive the Merger and shall continue in full force and effect. From and after the Effective Time, Mergerco and theSurviving Corporation shall (and Mergerco shall cause the Surviving Corporation to) indemnify, defend and holdharmless, and advance expenses to Indemnitees with respect to all acts or omissions by them in their capacities assuch at any time prior to the Effective Time, to the fullest extent required by: (i) the Articles of Incorporation orBylaws (or equivalent organizational documents) of the Company or any of its subsidiaries or affiliates as in effecton the date of this Agreement; and (ii) any indemnification agreements of the Company or its subsidiaries or otherapplicable contract as in effect on the date of this Agreement.

(b) Without limiting the provisions of Section 6.08(a), during the period ending on the sixth (6th) anniversaryof the Effective Time, the Surviving Corporation will: (i) indemnify and hold harmless each Indemnitee against andfrom any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities andamounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil,criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises outof or pertains to: (A) any action or omission or alleged action or omission in such Indemnitee’s capacity as a directoror officer of the Company or of any other entity if such service was at the request or for the benefit of the Companyor any of its subsidiaries; or (B) the Merger, the Merger Agreement and any transactions contemplated hereby; and(ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses

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(including attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee torepay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified.Notwithstanding anything to the contrary contained in this Section 6.08(b) or elsewhere in this Agreement, neitherMergerco nor the Surviving Corporation shall (and Mergerco shall cause the Surviving Corporation not to) settle orcompromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action,suit, proceeding or investigation for which indemnification may be sought under this Section 6.08(b) unless suchsettlement, compromise, consent or termination includes an unconditional release of all Indemnitees from allliability arising out of such claim, action, suit, proceeding or investigation. The Surviving Corporation shall beentitled, but not obligated to, participate in the defense and settlement of any such matter; provided, however, thatthe Surviving Corporation shall not be liable for any settlement agreed to or effected without the SurvivingCorporation’s written consent (which consent shall not be unreasonably withheld or delayed) upon reasonable priornotice and an opportunity to participate in the discussions concerning such settlement; and provided, further, thatthe Surviving Corporation shall not be obligated pursuant to this Section 6.08(b) to pay the fees and expenses ofmore than one counsel (selected by a plurality of the applicable Indemnitees of the Surviving Corporation) for allIndemnitees of the Surviving Corporation in any jurisdiction with respect to any single action except to the extentthat two or more of such Indemnitees of the Surviving Corporation shall have an actual material conflict of interestin such action.

(c) At the Company’s election in consultation with the Parents, (i) the Company shall obtain prior to theEffective Time “tail” insurance policies with a claims period of at least six (6) years from the Effective Time withrespect to directors’ and officers’ liability insurance in amount and scope no less favorable than the existing policyof the Company for claims arising from facts or events that occurred on or prior to the Effective Time at a cost thatdoes not exceed 300% of the annual premium currently paid by the Company for D&O Insurance (as definedbelow); or (ii) if the Company shall not have obtained such tail policy, the Parents will provide, or cause theSurviving Corporation to provide, for a period of not less than six (6) years after the Effective Time, the Indemniteeswho are insured under the Company’s directors’ and officers’ insurance and indemnification policy with aninsurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time(the “D&O Insurance”) that is no less favorable, taken as a whole, than the existing policy of the Company or, ifsubstantially equivalent insurance coverage is unavailable, the best available coverage, provided, however, that theParents and the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance inexcess of 300% of the annual premium currently paid by the Company for such insurance; provided, further, that ifthe annual premiums of such insurance coverage exceed such amount, the Parents or the Surviving Corporationshall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

(d) The Indemnitees to whom this Section 6.08 applies shall be third party beneficiaries of this Section 6.08.The provisions of this Section 6.08 are intended to be for the benefit of each Indemnitee, his or her successors, heirsor representatives.

(e) Notwithstanding anything contained in Section 9.01 or Section 9.06 hereof to the contrary, this Section 6.08shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successorsand assigns of Mergerco, the Surviving Corporation and its subsidiaries, and shall be enforceable by the Indemniteesand their successors, heirs or representatives. In the event that the Surviving Corporation or any of its successors orassigns consolidates with or merges into any other person and shall not be the continuing or surviving corporation orentity of such consolidation or merger or transfers or conveys all or a majority of its properties and assets to any person,then, and in each such case, proper provision shall be made so that the successors and assigns of the SurvivingCorporation shall succeed to the obligations set forth in this Section 6.08.

SECTION 6.09 Notification of Certain Matters. The Company shall give prompt notice to the Parents, andthe Parents shall give prompt notice to the Company, of (i) any notice or other communication received by suchparty from any Governmental Authority in connection with the this Agreement, the Merger or the transactionscontemplated hereby, or from any person alleging that the consent of such person is or may be required inconnection with the Merger or the transactions contemplated hereby, if the subject matter of such communication orthe failure of such party to obtain such consent could be material to the Company, the Surviving Corporation orMergerco; and (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s

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knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiarieswhich relate to this Agreement, the Merger or the transactions contemplated hereby.

SECTION 6.10 Public Announcements. Except with respect to any action taken pursuant to, and in accordancewith, Section 6.07 or Article VIII, so long as this Agreement is in effect, the Parents and the Company shall consultwith each other before issuing any press release or otherwise making any public statements with respect to thisAgreement or the transaction contemplated hereby, and shall not issue any such press release or make any such publicstatement without the prior consent of the other (which consent shall not be unreasonably withheld or delayed), exceptas may be required by Law or any listing agreement with the NYSE to which the Company is a party.

SECTION 6.11 Employee Matters.

(a) During the one (1) year period commencing at the Effective Time, the Parents shall provide or shall causethe Surviving Corporation to provide to employees of the Company and any of its subsidiaries other than thoseSenior Executives who have existing employment agreements or other employees that enter into new employmentarrangements with the Parents or the Surviving Corporation in connection with the consummation of the Merger(“Company Employees”) the same base salary or wages, as applicable, and bonus and employee benefits that are inthe aggregate, no less favorable than the base salary or wages, as applicable, any bonus opportunities and employeebenefits (excluding stock purchase plans and other equity based plans) being provided to Company Employeesimmediately prior to the Effective Time under the Company Benefit Plans.

(b) Without limiting Section 6.11(a) hereof, during the one (1) year period commencing at the Effective Time,the Parents shall provide or shall cause the Surviving Corporation to provide to each Company Employee whoexperiences a termination of employment, severance benefits that are no less than the severance benefits, if any, towhich such Company Employee would be entitled under the severance policy set forth on Section 6.11(b) of theCompany Disclosure Schedule. During the period specified above, severance benefits to Company Employees shallbe determined without taking into account any reduction after the Effective Time in the base salary or hourly wagerate paid to Company Employees and used to determine severance benefits.

(c) For purposes of eligibility and vesting under the Employee Benefit Plans of the Parents, the Company, theCompany subsidiaries and their respective affiliates providing benefits to any Company Employees after theClosing (the “New Plans”), and for purposes of accrual of vacation and other paid time off and severance benefitsunder New Plans, each Company Employee shall be credited with his or her years of service with the Company, theCompany subsidiaries and their respective affiliates (and any additional service with any predecessor employer)before the Closing, to the same extent as such Company Employee was entitled, before the Closing, to credit forsuch service under any similar Company Benefit Plan, provided, however, that no such crediting shall result in theduplication of benefits under any Company Benefit Plan. In addition, and without limiting the generality of theforegoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, inany and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable CompanyBenefit Plan in which such Company Employee participated immediately before the replacement; and (ii) forpurposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any CompanyEmployee, the Parents shall use commercially reasonable efforts to cause all pre-existing condition exclusions andactively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependentsto the same extent as under the applicable Company Benefit Plan, and the Parents shall use commercially reasonableefforts to cause any eligible expenses incurred by such employee and his or her covered dependents under anCompany Benefit Plan during the portion of the plan year of the New Plan ending on the date such employee’sparticipation in the corresponding New Plan begins to be taken into account under such New Plan for purposes ofsatisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee andhis or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with suchNew Plan.

(d) Following the Effective Time, the Parents shall cause the Surviving Corporation and its subsidiaries tohonor all collective bargaining agreements by which the Company or any of its subsidiaries is bound in accordancewith their terms.

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(e) Nothing herein expressed or implied shall (i) confer upon any of the Company Employees any rights orremedies (including, without limitation, any right to employment or continued employment for any specifiedperiod) of any nature or kind whatsoever under or by reason of the Agreement or (ii) subject to the provisions ofSection 6.11(a) above, obligate the Parents, the Surviving Corporation or any of their respective subsidiaries tomaintain any particular Company Benefit Plan or grant or issue any equity-based awards or limit the ability of theParents to amend or terminate any of such Company Benefit Plans to the extent permitted thereunder in accordancewith their terms. None of the provisions of this Agreement are intended to constitute an amendment to any CompanyBenefit Plan and no Company Employee shall have the right to enforce or compel the enforcement of any provisionsof this Section 6.11 or this Agreement.

SECTION 6.12 Conduct of Business by the Parents Pending the Merger. The Parents covenant and agree withthe Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement isterminated pursuant to Section 8.01, the Parents, except as may be consented to in writing by the Company (whichconsent shall not be unreasonably withheld, delayed or conditioned):

(a) shall not amend or otherwise change any of the Mergerco Organizational Documents that would belikely to prevent or materially delay the consummation of the transactions contemplated hereby;

(b) shall not acquire or make any investment in any corporation, partnership, limited liability company,other business organization or any division thereof that holds, or has an attributable interest in, any license,authorization, permit or approval issued by the FCC if such acquisition or investment would delay, impede orprevent receipt of the FCC Consent; and

(c) take any action that would be reasonably likely to cause a material delay in the satisfaction of theconditions contained in Section 7.01 or Section 7.03 or the consummation of the Merger.

SECTION 6.13 Financing.

(a) The Parents shall use their reasonable best efforts to (i) arrange and obtain the Financing on the terms andconditions described in the Financing Commitments, which agreements shall be in effect as promptly as practicableafter the date hereof, but in no event later than the Closing, (ii) negotiate and finalize definitive agreements withrespect thereto on the terms and conditions contained in the Financing Commitments, (iii) satisfy on a timely basis allconditions applicable to the Parents or Mergerco in such definitive agreements that are within their control,(iv) consummate the Financing no later than the Closing, and (v) enforce their rights under the Financing Com-mitments. In the event that any portion of the Financing becomes unavailable in the manner or from the sourcescontemplated in the Financing Commitments, (A) the Parents shall promptly notify the Company, and (B) the Parentsshall use their reasonable best efforts to obtain alternative financing from alternative sources, on terms, taken as whole,that are no more adverse to the Company, as promptly as practicable following the occurrence of such event but in noevent later than the last day of the Marketing Period, including entering into definitive agreements with respect thereto(such definitive agreements entered into pursuant to this Section 6.13(a) being referred to as the “FinancingAgreements”). For the avoidance of doubt, in the event that (x) all or any portion of the Debt Financing, structured as ahigh yield financing, has not been consummated; and (y) all conditions set forth in Article VII hereof have beensatisfied or waived (other than conditions set forth in Section 7.02(c) and Section 7.03(d)) and (z) the bridge facilitiescontemplated by the Financing Commitments are available on terms and conditions described in the FinancingCommitments, then the Parents shall agree to use the bridge facility contemplated by the Debt Commitment Letters, ifnecessary, to replace such high yield financing no later than the last date of the Marketing Period. In furtherance of theprovisions of this Section 6.13(a), one or more Debt Commitment Letters may be amended, restated, supplemented orotherwise modified or superseded to add one or more lenders, lead arrangers, bookrunners, syndication agents orsimilar entities which had not executed the Debt Commitment Letters as of the date hereof, to increase the amount ofindebtedness or otherwise replace one or more facilities with one or more new facilities or modify one or morefacilities to replace or otherwise modify the Debt Commitment Letters, or otherwise in manner not less beneficial inthe aggregate to Mergerco and the Parents (as determined in the reasonable judgment of the Parents) (the “New DebtFinancing Commitments”), provided that the New Debt Financing Commitments shall not (i) adversely amend theconditions to the Debt Financing set forth in the Debt Commitment Letters, in any material respect, (ii) reasonably beexpected to delay or prevent the Closing; or (iii) reduce the aggregate amount of available Debt Financing (unless, inthe case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable in any material

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respect to Mergerco than the terms set forth in the Equity Commitment Letters or one or more new debt facilitiespursuant to the new debt facilities pursuant to the New Debt Financing Commitments.) Upon and from and after eachsuch event, the term “Debt Financing” as used herein shall be deemed to mean the Debt Financing contemplated bythe Debt Commitment Letters that are not so superseded at the time in question and the New Debt FinancingCommitments to the extent then in effect. For purposes of this Agreement, “Marketing Period” shall mean the firstperiod of twenty-five (25) consecutive business days throughout which (A) the Parents shall have the RequiredFinancial Information that the Company is required to provide the Parents pursuant to Section 6.13(b), and (B) theconditions set forth in Section 7.01 or Section 7.02 (other than Section 7.02(c)) shall be satisfied and nothing hasoccurred and no condition exists that would cause any of the conditions set forth in Section 7.02 (other thanSection 7.02(c)) to fail to be satisfied assuming the Closing were to be scheduled for any time during such twenty-five(25) consecutive business day period; provided, however, that if the Marketing Period has not ended on or prior toAugust 17, 2007, the Marketing Period shall commence no earlier than September 4, 2007 or if the Marketing Periodhas not ended on or prior to December 14, 2007, the Marketing Period shall commence no earlier than January 7, 2008.The Parents shall (x) furnish complete and correct and executed copies of the Financing Agreements promptly upontheir execution, (y) give the Company prompt notice of any material breach by any party of any of the FinancingCommitments, any New Debt Financing Commitment or the Financing Arrangements of which the Parents becomeaware or any termination thereof, and (z) otherwise keep the Company reasonably informed of the status of theParents’ efforts to arrange the Financing (or any replacement thereof).

(b) The Company shall, and shall cause its subsidiaries, and their respective officers, employees, consultantsand advisors, including legal and accounting of the Company and its subsidiaries at the Parents’ sole expense, tocooperate in connection with the arrangement of the Financing as may be reasonably requested in advance writtennotice to the Company provided by the Parents (provided that such requested cooperation does not unreasonablyinterfere with the ongoing operations of the Company and its subsidiaries or otherwise impair, in any materialrespect, the ability of any officer or executive of the Company or Outdoor Holdings to carry out their duties to theCompany and to Outdoor Holdings, respectively). Such cooperation by the Company shall include, at thereasonable request of the Parents, (i) agreeing to enter into such agreements, and to execute and deliver suchofficer’s certificates (which in the good faith determination of the person executing the same shall be accurate),including certificates of the chief financial officer of the Company or any subsidiary with respect to solvencymatters and as are customary in financings of such type, and agreeing to pledge, grant security interests in, andotherwise grant liens on, the Company’s assets pursuant to such agreements, provided that no obligation of theCompany under any such agreement, pledge or grant shall be effective until the Effective Time; (ii) (x) preparingbusiness projections, financial statements, pro forma statements and other financial data and pertinent informationof the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and formcustomarily included in private placements resold under Rule 144A of the Securities Act to consummate theofferings of debt securities contemplated by the Financing Commitments, all as may be reasonably requested by theParents and (y) delivery of audited consolidated financial statements of the Company and its consolidatedsubsidiaries for the fiscal year ended December 31, 2006 and December 31, 2007, as appropriate (together withthe materials in clause (x), the “Required Financial Information”), which Required Financial Information shall beCompliant; (iii) making the Company’s Representatives available to assist in the Financing, including participationin a reasonable number of meetings, presentations (including management presentations), road shows, draftingsessions, due diligence sessions and sessions with rating agencies, including one or more meetings with prospectivelenders, and assistance with the preparation of materials for rating agency presentations, offering documents andsimilar documents required in connection with the Financing; (iv) reasonably cooperating with the marketingefforts of the Debt Financing; (v) ensuring that any syndication efforts benefit from the existing lending andinvestment banking relationships of the Company and its subsidiaries (vi) using reasonable best efforts to obtaincustomary accountants’ comfort letters, consents, legal opinions, survey and title insurance as requested by theParents along with such assistance and cooperation from such independent accountants and other professionaladvisors as reasonably requested by the Parents; (vii) taking all actions reasonably necessary to permit theprospective lenders involved in the Debt Financing to (A) evaluate the Company’s current assets ,cash managementand accounting systems, policies and procedures relating thereto for the purpose of establishing collateralarrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrange-ments in connection with the foregoing; provided that no right of any lender, nor obligation of the Company or any

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of its subsidiaries, thereunder shall be effective until the Effective Time; and (viii) otherwise reasonably cooperatingin connection with the consummation of the Financing and the syndication and marketing thereof, includingobtaining any rating agencies’ confirmations or approvals for the Financing. The Company hereby consents to theuse of its and its subsidiaries’ logos in connection with the Financing. Notwithstanding anything in this Agreementto the contrary, neither the Company nor any of its subsidiaries shall be required to pay any commitment or othersimilar fee or incur any other liability or obligation in connection with the Financing (or any replacements thereof)prior to the Effective Time. The Parents shall, promptly upon request by the Company following the validtermination of this Agreement (other than in accordance with Section 8.01(i), reimburse the Company for allreasonable and documented out-of-pocket costs incurred by the Company or any of its subsidiaries in connectionwith such cooperation. The Parents shall indemnify and hold harmless the Company and its subsidiaries for andagainst any and all losses suffered or incurred by them in connection with the arrangement of the Financing and anyinformation utilized in connection therewith (other than information provided by the Company or its subsidiaries).As used in this Section 6.13(b), “Compliant” means, with respect to any Required Financial Information, that suchRequired Financial Information does not contain any untrue statement of a material fact or omit to state any materialfact regarding the Company and it subsidiaries necessary in order to make such Required Financial Information notmisleading and is, and remains throughout the Marketing Period, compliant in all material respects with allapplicable requirements of Regulation S-K and Regulation S-X and a registration statement on Form S-1 (or anyapplicable successor form) under the Securities Act, in each case assuming such Required Financial Information isintended to be the information to be used in connection with the Debt Financing contemplated by the DebtCommitment Letters.

SECTION 6.14 Actions with Respect to Existing Debt.

(a) As soon as reasonably practicable after the receipt of any written request by the Parents to do so, theCompany shall commence, and shall cause the issuer under the Subsidiary Indenture (the “Subsidiary Issuer”) tocommence, offers to purchase with respect to all of the outstanding aggregate principal amount of those series of thedebt securities issued under the applicable indenture listed on Section 6.14 of the Mergerco Disclosure Schedule(the “Short-Dated Notes” ), on such terms and conditions, including pricing terms, that are proposed, from time totime, by the Parents (each a “Debt Tender Offer” and collectively, the “Debt Tender Offers” ) and the Parents shallassist the Company in connection therewith. As part of any Debt Tender Offer, the Company shall, and shall causethe Subsidiary Issuer to, solicit the consent of the holders of each series of the Short-Dated Notes to amend,eliminate or waive certain sections (as specified by the Parents) of the applicable Indenture. The Debt Tender Offershall be made pursuant to an Offer to Purchase and Consent Solicitation Statement prepared by the Company inconnection with the Debt Tender Offer in form and substance reasonably satisfactory to the Parents and theCompany. Notwithstanding the foregoing, the closing of the Debt Tender Offers (and to make any payments for theNote Consents) shall be conditioned on the occurrence of the Closing, and the parties shall use their reasonable bestefforts to cause the Debt Tender Offers to close on the Closing Date. The Company shall provide, and shall cause itssubsidiaries to, and shall cause the Subsidiary Issuer and its subsidiaries to provide, and shall use its reasonable bestefforts to cause their respective Representatives to, provide all cooperation requested by the Parents in connectionwith the Debt Tender Offers.

(b) Upon the request of the Parents pursuant to this Section 6.14, the Company shall prepare, as promptly aspracticable, the offer to purchase, together with any required related letters of transmittal and similar ancillaryagreements (such documents, together with all supplements and amendments thereto, being referred to hereincollectively as the “Debt Tender Offer Documents”), relating to the Debt Tender Offer and shall use its reasonablebest efforts to cause to be disseminated to the record holders of the Short-Dated Notes, and to the extent known bythe Company, the beneficial owners of the Short-Dated Notes, the Debt Tender Offer Documents; provided,however, that prior to the dissemination thereof, the Company shall provide copies thereof to the Parents not lessthan ten (10) business days in advance of any such dissemination (or such shorter period of time as is reasonablypracticable in light of when the Parents request that the Company commence the Debt Tender Offer) and shallconsult with the Parents with respect to the Debt Tender Offer Documents and shall include in such Debt TenderOffer Documents all comments reasonably proposed by the Parents and reasonably acceptable to the Company. If atany time prior to the acceptance of Short-Dated Notes pursuant to the Debt Tender Offer any event should occur thatis required by applicable Law to be set forth in an amendment of, or a supplement to, the Debt Tender Offer

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Documents, the Company shall use reasonable best efforts to prepare and disseminate such amendment orsupplement; provided, however, that prior to such dissemination, the Company shall provide copies thereof tothe Parents not less than two (2) business days (or such shorter period of time as is reasonably necessary in light ofthe circumstances) in advance of any such dissemination and shall consult with the Parents with respect to suchamendment or supplement and shall include in such amendment or supplement all comments reasonably proposedby the Parents. The Company shall comply with the requirements of Rule 14e-1 promulgated under the ExchangeAct, the Trust Indenture Act of 1939, as amended (the “TIA”), and any other applicable Law in connection with theDebt Tender Offer. Promptly following the expiration of the consent solicitation, assuming the requisite consentfrom the holders of the Short-Dated Notes (including from persons holding proxies from such holders) have beenreceived, the Company shall and shall cause the Subsidiary Issuer to, cause appropriate supplemental indentures(the “Supplemental Indentures”) to become effective providing for the amendments of the applicable Indenturecontemplated in the Debt Tender Offer Documents; provided, however, that notwithstanding the fact that theSupplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not becomeoperative unless and until all conditions to the Debt Tender Offer have been satisfied or (subject to approval by theParents) waived by the Company in accordance with the terms hereof. The form and substance of the SupplementalIndentures shall be reasonably satisfactory to the Parents and the Company.

(c) The Company shall waive any of the conditions to the Debt Tender Offer as may be reasonably requestedby the Parents (other than the conditions that the Debt Tender Offer is conditioned on the Merger as provided inclause (i) above), so long as such waivers would not cause the Notes Tender Offer to violate the Exchange Act, theTIA, or any other applicable Law, and shall not, without the prior written consent of the Parents, waive anycondition to the Debt Tender Offer or make any change, amendment or modification to the terms and conditions ofthe Debt Tender Offer (including any extension thereof) other than as agreed between the Parents and the Companyor as required in the reasonable judgment of the Company to comply with applicable Law.

(d) With respect to any series of Short-Dated Notes, if requested by the Parents in writing, in lieu ofcommencing a Debt Tender Offer for such series (or in addition thereto), the Company shall, to the extent permittedby the Indenture and the Debt Securities (as defined in the Indenture) for such Short-Dated Notes, (A) issue not lessthan thirty (30) days and not more than sixty (60) days prior to the Effective Time a notice of optional redemptionfor all of the outstanding aggregate principal amount of Short-Dated Notes of such series, as applicable, pursuant toArticle Eleven of the Company Indenture and Article 3 of the Subsidiary Indenture and the other provisions of suchIndentures applicable thereto or (B) take any actions reasonably requested by the Parents to facilitate thesatisfaction and/or discharge of such series pursuant to Article Four of the Company Indenture and Article 8of the Subsidiary Indenture and the other provisions of such Indentures applicable thereto and shall redeem orsatisfy and/or discharge, as applicable, such series in accordance with the terms of the Indenture at the EffectiveTime; provided that prior to the Company being required to take any of the actions described in clause (A) or(B) above that cannot be conditioned upon the occurrence of the Closing, the Parents shall have, or shall have causedto be, deposited with the trustee under the Indenture sufficient funds to effect such redemption or satisfaction anddischarge, which funds shall be returned to the Parents if the Agreement is terminated.

(e) If this Agreement is terminated pursuant to Section 8.01(e)prior to the consummation of the Merger, theParents shall reimburse the Company for its reasonable out-of-pocket fees and expenses incurred pursuant to, and inaccordance with, this Section 6.14. If the Effective Time does not occur, the Parents shall indemnify and holdharmless the Company, its subsidiaries and their respective officers and directors and each person, if any, whocontrols the Company within the meaning of Section 20 of the Exchange Act from and against any and all damagessuffered or incurred by them in connection with any actions taken pursuant to this Section 6.14; provided,however, that the Parents shall not have any obligation to indemnify and hold harmless any such party or person tothe extent any such damages suffered or incurred arose from disclosure regarding the Company that is determined tohave contained a material misstatement or omission or due to the gross or negligent misconduct of the Company.

SECTION 6.15 Section 16(b). The Company shall take all steps reasonably necessary to cause the trans-actions contemplated by this Agreement and any other dispositions of equity securities of the Company (includingderivative securities) in connection with the transactions contemplated by this Agreement by each individual who isa director or executive officer of the Company to be exempt under Rule 16b-3 of the Exchange Act.

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SECTION 6.16 Resignations. The Company shall prepare and deliver to the Parents at or prior to the Closing(i) evidence reasonably satisfactory to the Parents, as specified by the Parents reasonably in advance of the Closing,the resignation of any directors of the Company’s wholly owned subsidiaries effective at the Effective Time and(ii) all documents and filings, completed and executed by the appropriate directors of the Company and its whollyowned subsidiaries, that are necessary to record the resignations contemplated by the preceding clause (i).

SECTION 6.17 Certain Actions and Proceedings. Except as otherwise provided in Section 6.05, until thisAgreement is terminated in accordance with Section 8.01 or otherwise, the Company shall consult with the Parentswith respect to and the Parents shall be entitled to participate in, the defense of any action, suit or proceedinginstituted against the Company (or any of its directors or officers) before any court of a Governmental Authority orthreatened by any Governmental Authority or any third party, including a Company stockholder, to restrain, modifyor prevent the consummation of the transactions contemplated by this Agreement, or to seek damages or a discoveryorder in connection with such transactions. The Company shall not enter into any agreement arrangement orunderstanding that limits, modifies or in any way contradicts the provisions of this Section 6.17.

ARTICLE VII.

CONDITIONS TO THE MERGER

SECTION 7.01 Conditions to the Obligations of Each Party. The respective obligations of the parties heretoto consummate the Merger are subject to the satisfaction or (waiver in writing if permissible under applicable Law)on or prior to the Closing Date of the following conditions:

(a) the Requisite Shareholder Approval shall have been obtained in accordance with the Texas Acts, therules and regulations of the NYSE;

(b) any applicable waiting period under the HSR Act and any applicable Foreign Antitrust Laws relatingto the consummation of the Merger shall have expired or been terminated;

(c) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law orOrder which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting theconsummation of the Merger; and

(d) the FCC Consent shall have been obtained.

SECTION 7.02 Conditions to the Obligations of the Parents and Mergerco. The obligations of the Parentsand Mergerco to consummate the Merger are subject to the satisfaction (or waiver in writing if permissible underapplicable Law) on or prior to the Closing Date by the Parents of the following further conditions:

(a) the representations and warranties of the Company contained in this Agreement shall be true andcorrect in all respects (without giving effect to any limitation on any representation and warranty indicated by amateriality qualification, including the words “Material Adverse Effect on the Company,” “material,” “in allmaterial respects” or like words, except in the case of Section 4.08) as of the date of this Agreement and as ofthe Effective Time with the same effect as though made on and as of the Effective Time (except forrepresentations and warranties made as of an earlier date, in which case as of such earlier date), except wherethe failure of such representations and warranties to be so true and correct (without giving effect to anylimitation on any representation and warranty indicated by a materiality qualification, including the words“Material Adverse Effect on the Company,” “material,” “in all material respects” or like words, except in thecase of Section 4.08) would not, individually or in the aggregate, have a Material Adverse Effect on theCompany. In addition, the representations and warranties set forth in Section 4.03(a) and Section 4.03(b) shallbe true and correct in all respects (except for such inaccuracies as are de minimis in the aggregate) and therepresentations and warranties set forth in Section 4.04(a) and Section 4.04(b) shall be true and correct in allmaterial respects as of the Effective Time with the same effect as though made as of the Effective Time (exceptto the extent expressly made as of an earlier date in which case such representations and warranties will be trueand correct as of such earlier date);

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(b) the Company shall have performed or complied in all material respects with all agreements andcovenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time;

(c) the Company shall have delivered to the Parents a certificate, dated the Effective Time and signed byits chief executive officer or another senior officer on behalf of the Company, certifying to the effect that theconditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied; and

(d) since the date of this Agreement, there shall not have been any Material Adverse Effect on theCompany.

SECTION 7.03 Conditions to the Obligations of the Company. The obligations of the Company to con-summate the Merger are subject to the satisfaction or waiver (or waiver in writing if permissible under applicableLaw) by the Company of the following further conditions:

(a) each of the representations and warranties of the Parents and Mergerco contained in this Agreementshall be true and correct in all respects (without giving effect to any limitation on any representation andwarranty indicated by a materiality qualification, including the words “Mergerco Material Adverse Effect,”“material,” “in all material respects” or like words) as of the date of this Agreement and as of the EffectiveTime with the same effect as though made on and as of the Effective Time (except for representations andwarranties made as of an earlier date, in which case as of such earlier date), except where the failure of suchrepresentations and warranties to be so true and correct (without giving effect to any limitation on anyrepresentation and warranty indicated by a materiality qualification, including the words “Mergerco MaterialAdverse Effect,” “material,” “in all material respects” or like words) would not, individually or in theaggregate, have a Mergerco Material Adverse Effect;

(b) The Parents and Mergerco shall have performed or complied in all material respects with allagreements and covenants required by this Agreement to be performed or complied with by them on or prior tothe Effective Time;

(c) The Parents shall have delivered to the Company a solvency certificate substantially similar in formand substance as the solvency certificate to be delivered to the lenders pursuant to the Debt CommitmentLetters or any agreements entered into in connection with the Debt Financing; and

(d) The Parents shall have delivered to the Company a certificate, dated the Effective Time and signed bytheir respective chief executive officers or another senior officer on their behalf, certifying to the effect that theconditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

ARTICLE VIII.

TERMINATION, AMENDMENT AND WAIVER

SECTION 8.01 Termination. Notwithstanding anything contained in this Agreement to the contrary, thisAgreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after anyapproval of the matters presented in connection with the Merger by the shareholders of the Company, as follows:

(a) by mutual written consent of each of the Parents and the Company;

(b) by either the Parents or the Company, if (i) the Effective Time shall not have occurred on or before5:00 p.m., New York City Time, on the date that is twelve (12) months from the FCC Filing Date (such date, asmay be extended in accordance with this Section 8.01(b), being the “Termination Date”); and (ii) the partyseeking to terminate this Agreement pursuant to this Section 8.01(b) shall not have breached in any materialrespect its obligations under this Agreement in any manner that shall have proximately caused the failure toconsummate the Merger on or before such date; provided, that, if, as of the Termination Date, all conditions tothis Agreement shall have been satisfied or waived (other than those that are satisfied by action taken at theClosing) other than the condition set forth in Section 7.01(b) or Section 7.01(d), the Parents or the Companymay, by written notice to the other party, extend the Termination Date to 5:00 pm, New York City Time, on thedate that is eighteen (18) months from the FCC Filing Date.

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(c) by either the Parents or the Company, if any Governmental Authority of competent jurisdiction shallhave issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting theMerger and the other transactions contemplated hereby, and such Order or other action shall have become finaland non-appealable, provided that the party seeking to terminate this Agreement pursuant to this Section 8.01(c)shall have used its reasonable best efforts to contest, appeal and remove such Order or other action; and provided,further, that the right to terminate this Agreement under this Section 8.01(c) shall not be available to a party if theissuance of such final, non-appealable Order was primarily due to the failure of such party to perform any of itsobligations under this Agreement, including the obligations of the Parents under Section 6.05(b) of thisAgreement;

(d) by the Parents or the Company if the Requisite Shareholder Approval shall not have been obtained byreason of the failure to obtain such Requisite Shareholder Approval at a duly held Shareholders’ Meeting or atany adjournment or postponement thereof; provided, however, that the Company shall not have the right toterminate this Agreement under this Section 8.01(d) if the Company or any of its Representatives has failed tocomply in any material respect with its obligations under Section 6.03, Section 6.04 or Section 6.07;

(e) by the Company if it is not in material breach of its obligations under this Agreement and if Mergercoand/or the Parents shall have breached or failed to perform in any material respect any of their representations,warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform byMergerco and/or the Parents (1) would result in a failure of a condition set forth in Section 7.01, Section 7.03(a)or Section 7.03(b), and (2) cannot be cured on or before the Termination Date, provided that the Company shallhave given the Parents written notice, delivered at least thirty (30) days prior to such termination, stating theCompany’s intention to terminate this Agreement pursuant to this Section 8.01(e) and the basis for suchtermination and Mergerco and/or the Parents shall have failed to cure such breach or failure within such thirty(30) day period;

(f) by the Company if (i) all of the conditions set forth in Section 7.01 and Section 7.02 have beensatisfied (other than those conditions that by their terms are to be satisfied at the Closing) and (ii) on or prior tothe last day of the Marketing Period, none of Mergerco nor the Surviving Corporation shall have received theproceeds of the Financings sufficient to consummate the Merger and the transactions contemplated hereby;

(g) by the Parents if they and Mergerco are not in material breach of their obligations under thisAgreement and if the Company shall have breached or failed to perform in any material respect any of itsrepresentations, warranties, covenants or other agreements set forth in this Agreement, which breach or failureto perform by the Company (1) would result in a failure of a condition set forth in Section 7.01, Section 7.02(a)or Section 7.02(b), and (2) cannot be cured on or before the Termination Date, provided that the Parents shallhave given the Company written notice, delivered at least thirty (30) days prior to such termination, statingParents’ intention to terminate this Agreement pursuant to this Section 8.01(g) and the basis for suchtermination and the Company shall have failed to cure such breach or failure within such thirty (30) day period;

(h) by the Company, prior to receipt of the Requisite Shareholder Approval with respect to a SuperiorProposal and in accordance with, and subject to the terms and conditions of, Section 6.07(d); provided,however, that the Company shall not be entitled to terminate this Agreement pursuant to this Section 8.01(h)unless concurrent with such termination, the Company pays the Company Termination Fee.

(i) by the Parents if the Board of Directors of the Company or any committee thereof shall have(i) effected a Change of Recommendation; (ii) unless the Board of Directors of the Company has previouslyeffected a Change of Recommendation, prior to the receipt of the Requisite Shareholder Approval, failed toreconfirm the Company Recommendation within five (5) business days of receipt of a written request from theParents; provided, that the Parents shall only be entitled to one (1) such request; or (iii) unless the Board ofDirectors of the Company has previously effected a Change of Recommendation, failed to include in the ProxyStatement distributed to the Company’s shareholders its recommendation that the Company’s shareholdersapprove and adopt this Agreement and the Merger.

In the event of termination of this Agreement pursuant to this Section 8.01, this Agreement shall terminate andthere shall be no other liability on the part of any party (or Investor as the case may be) hereto (except for the

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Confidentiality Agreements referred to in Section 6.06(b), the Limited Guarantee and the provisions of Section 8.02,Section 8.05(a), Section 9.07, Section 9.08 and Section 9.10).

SECTION 8.02 Termination Fees.

(a) If

(i) this Agreement is terminated by the Company pursuant to Section 8.01(h) or by the Parents pursuantto Section 8.01(i); or

(ii) this Agreement is terminated by the Parents or the Company pursuant to Section 8.01(d) or by theParents pursuant to Section 8.01(g)(due to a willful and material breach by the Company); provided, however,that (x) prior to, in the case of Section 8.01(d), the Shareholders’ Meeting and, in the case of Section 8.01(g),the date of termination of this Agreement, a Competing Proposal has been publicly announced or made knownto the Company and, in the case of termination pursuant to Section 8.01(d), not withdrawn at least two(2) business days prior to the Shareholders Meeting, and (y) if within twelve (12) months after suchtermination of this Agreement the Company or any of its subsidiaries enters into a definitive agreementwith respect to, or consummates, any Competing Proposal;

then in any such event the Company shall pay to the Parents a Company Termination Fee and the Companyshall have no further liability with respect to this Agreement or the transactions contemplated hereby toMergerco and/or the Parents; provided, however, that if this Agreement is terminated by the Company or theParents pursuant to Section 8.01(d) or by the Parents pursuant to Section 8.01(g) (due to a willful and materialbreach by the Company) and, in each case, no Company Termination Fee is then payable in respect thereof,then in each such case, the Company shall pay to the Parents the Expenses of Mergerco and the Parents, whichamount shall not be greater than $45,000,000, and thereafter the Company shall be obligated to pay to theParents the Company Termination Fee (less the amount of Expenses previously actually paid to the Parentspursuant to this sentence) in the event such Company Termination Fee becomes payable pursuant to thisSection 8.02(a), such payment to be made, by wire transfer of immediately available funds to an accountdesignated by the Parents; (A) in the case of termination pursuant to Section 8.02(a)(i), prior to the terminationof this Agreement by the Company pursuant to Section 8.01(h) or promptly following the termination of thisAgreement by the Parents pursuant to Section 8.01(i) (and in any event no later than two (2) business days afterthe delivery to the Company of notice of demand for payment), and (B) in the case of termination pursuant toSection 8.02(a)(ii), promptly following the earlier of the execution of a definitive agreement or consummationof the transaction contemplated by any Competing Proposal (and in any event no later than two (2) businessdays after the delivery to the Company of notice of demand for payment); and in circumstances in whichExpenses are payable, such payment shall be made to the Parents not later than two business days after deliveryto the Company of an itemization setting forth in reasonable detail all Expenses of Mergerco and the Parents(which itemization may be supplemented and updated from time to time by such party until the 60th day aftersuch party delivers such itemization); it being understood that in no event shall the Company be required to paythe fee referred to in this Section 8.02(a) on more than one occasion.

(b) If this Agreement is terminated pursuant to Section 8.01(b), Section 8.01(e), or Section 8.01(f), then

(i) in the case of a termination pursuant to Section 8.01(b) or Section 8.01(e) (due to a willful and materialbreach by Mergerco and/or the Parents), if at such time, the Company is not in material breach of its obligationshereunder and all conditions to Mergerco’s and the Parents’ obligations to consummate the Merger shall havebeen satisfied, other than any of the conditions set forth in Section 7.01(b) or Section 7.01(d), then Mergercoshall pay to the Company a fee of $600,000,000 in cash; provided, however, that if at the time of suchtermination, (A) all conditions to Mergerco’s and the Parents’ obligations to consummate the Merger shall havebeen satisfied other than the condition set forth in Section 7.01(d), and (B) Mergerco, the Parents and eachAttributable Investor has complied in all material respects with their obligations under Section 6.05(a) hereof,then Mergerco shall instead pay to the Company a fee of $300,000,000; or

(ii) in the case of a termination pursuant to Section 8.01(e) due to a willful and material breach byMergerco and/or the Parents or Section 8.01(f) where clause (i) above is not applicable, then Mergerco shallpay to the Company a fee of $500,000,000 in cash,

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(such payment, as applicable, the “Mergerco Termination Fee”), such payment to be made within two(2) business days after the termination of this Agreement, and in either such case, neither Mergerco nor theParents shall have no further liability with respect to this Agreement or the transactions contemplated hereby tothe Company; it being understood that in no event shall Mergerco or the Parents be required to pay fees ordamages payable pursuant to this Section 8.02(b) on more than one occasion.

(c) Each of the Company, Mergerco and the Parents acknowledges that the agreements contained in thisSection 8.02 are an integral part of the transactions contemplated by this Agreement, that without theseagreements the Company, Mergerco and the Parents would not have entered into this Agreement, and that anyamounts payable pursuant to this Section 8.02 do not constitute a penalty. If the Company fails to pay asdirected in writing by the Parents any amounts due to the Parents pursuant to this Section 8.02 within the timeperiods specified in this Section 8.02 or Mergerco fails to pay the Company any amounts due to the Companypursuant to this Section 8.02 within the time periods specified in this Section 8.02, the Company or Mergerco,as applicable, shall pay the costs and expenses (including reasonable legal fees and expenses) incurred byMergerco and the Parents, on one hand, or the Company, on the other hand, as applicable, in connection withany action, including the lawsuit, taken to collect payment of such amounts, together with interest on suchunpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal,calculated on a daily basis from the date such amounts were required to be paid until the date of actualpayment. Notwithstanding anything to the contrary in this Agreement, the Company’s right to receive paymentof the Mergerco Termination Fee pursuant to this Section 8.02 or the guarantee thereof pursuant to the LimitedGuarantees shall be the sole and exclusive remedy of the Company and its subsidiaries against Mergerco, theParents, the Investors and any of their respective former, current, or future general or limited partners,stockholders, managers, members, directors, officers, affiliates or agents for the loss suffered as a result of thisAgreement or the transaction contemplated hereby, and upon payment of such amount, none of Mergerco, theParents, the Investors or any of their respective former, current, or future general or limited partners,stockholders, managers, members, directors, officers, affiliates or agents shall have any further liability orobligation relating to or arising out of this Agreement or the transactions contemplated hereby, including theMerger.

SECTION 8.03 Amendment. This Agreement may be amended by mutual agreement of the parties hereto byaction taken by or on behalf of their respective Boards of Directors at any time prior to the Effective Time; provided,however, that, after the adoption and approval of this Agreement and the Merger by shareholders of the Company,there shall not be any amendment that by Law or in accordance with the rules of any stock exchange requires furtherapproval by the shareholders of the Company without such further approval of such shareholders nor anyamendment or change not permitted under applicable Law. This Agreement may not be amended except by aninstrument in writing signed by the parties hereto.

SECTION 8.04 Waiver. At any time prior to the Effective Time, subject to applicable Law, any party heretomay (a) extend the time for the performance of any obligation or other act of any other party hereto, (b) waive anyinaccuracy in the representations and warranties of the other party contained herein or in any document deliveredpursuant hereto, and (c) subject to the proviso of Section 8.03, waive compliance with any agreement or conditioncontained herein. Any such extension or waiver shall only be valid if set forth in an instrument in writing signed bythe party or parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by the Company,Mergerco and the Parents in exercising any right hereunder shall operate as a waiver thereof nor shall any single orpartial exercise thereof preclude any other or further exercise of any other right hereunder. Any agreement on thepart of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signedon behalf of such party.

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SECTION 8.05 Expenses; Transfer Taxes.

(a) Except as otherwise provided in Section 6.05(a), all Expenses incurred in connection with this Agreementand the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

(b) Notwithstanding anything to the contrary contained herein, the Surviving Corporation shall pay alldocumentary, sales, use, real property transfer, real property gains, registration, value added, transfer, stamp,recording and similar Taxes, fees, and costs together with any interest thereon, penalties, fines, costs, fees, additionsto tax or additional amounts with respect thereto incurred in connection with this Agreement and the transactionscontemplated hereby regardless of who may be liable therefor under applicable Law, other than transfer taxes of anyshareholder in connection with a transfer of his, her or its shares.

ARTICLE IX.

GENERAL PROVISIONS

SECTION 9.01 Non-Survival of Representations, Warranties and Agreements. The representations, warran-ties and agreements in this Agreement and any certificate delivered pursuant hereto by any person shall terminate atthe Effective Time or upon the termination of this Agreement pursuant to Section 8.01, as the case may be, exceptthat this Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplatesperformance after the Effective Time or after termination of this Agreement, including, without limitation, thosecontained in Section 6.08, Section 6.11, Section 8.02, Section 8.05 and this Article IX.

SECTION 9.02 Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sentby facsimile transmission (provided that any notice received by facsimile transmission or otherwise at theaddressee’s location on any business day after 5:00 p.m. (addressee’s local time) shall be deemed to have beenreceived at 9:00 a.m. (addressee’s local time) on the next business day), by reliable overnight delivery service (withproof of service), hand delivery or certified or registered mail (return receipt requested and first-class postageprepaid), addressed as follows (or at such other address for a party as shall be specified in a notice given inaccordance with this Section 9.02):

if to the Parents or Mergerco:

Bain Capital Partners, LLC111 Huntington AvenueBoston, MA 02199Phone: 617-516-2000Fax: 617-516-2010Attn: John Connaughton

and

Thomas H. Lee Partners, L.P.100 Federal StreetBoston, MA 02110Phone: 617-227-1050Fax: 617-227-3514Attn: Scott Sperling

with copies (which shall not constitute notice) to:

Ropes & Gray LLPOne International PlaceBoston, MA 02110Phone: 617-951-7000Fax: 617-951-7050Attn: David C. Chapin, Esq.Attn: Alfred O. Rose, Esq.

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if to the Company:

Clear Channel Communications, Inc.200 East BasseSan Antonio, TX 78209Phone: 210-822-2828Fax: 210-832-3433Attn: Andy Levin, Executive Vice President and

Chief Legal Officer

with copies (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP2029 Century Park East, Suite 2400Los Angeles, CA 90067Phone: 310-229-1000Fax: 310-229-1001Attn: C.N. Franklin Reddick III

SECTION 9.03 Interpretation; Certain Definitions. When a reference is made in this Agreement to anArticle, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement,unless otherwise indicated. The table of contents and headings for this Agreement are for reference purposes onlyand shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”,“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “withoutlimitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in thisAgreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Allterms defined in this Agreement shall have the defined meanings when used in any certificate or other documentmade or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement areapplicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminineand neuter genders of such term. Any statute defined or referred to herein or in any agreement or instrument that isreferred to herein means such statute as from time to time amended, modified or supplemented, including (in thecase of statutes) by succession of comparable successor statutes. References to a person are also to its permittedsuccessors and assigns.

SECTION 9.04 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable ofbeing enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shallnevertheless remain in full force and effect so long as the economic or legal substance of the Merger is not affectedin any manner materially adverse to any party. Upon such determination that any term or other provision is invalid,illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so asto effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that theMerger be consummated as originally contemplated to the fullest extent possible.

SECTION 9.05 Assignment. Neither this Agreement nor any rights, interests or obligations hereunder shallbe assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior writtenconsent of the other parties hereto; provided, that Mergerco may assign any of its rights and obligations to any director indirect wholly owned subsidiary of Mergerco, but no such assignment shall relieve Mergerco of its obligationshereunder. Further, the Company acknowledges and agrees that Mergerco may (i) elect to transfer its equityinterests to any affiliate or direct or indirect wholly owned subsidiary of Mergerco, (ii) reincorporate in Texas or(iii) merge with or convert into a Texas corporation created solely for the purpose of the Merger, and any suchtransfer, reincorporation, merger or conversion shall not result in a breach of any representation, warranty orcovenant of Mergerco and/or the Parents herein. Subject to the preceding sentence, this Agreement shall be bindingupon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permittedassigns. Any purported assignment not permitted under this Section shall be null and void.

SECTION 9.06 Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the exhibits andschedules hereto), the Confidentiality Agreements and the Limited Guarantees constitute the entire agreement, andsupersede all other prior agreements and understandings, both written and oral, between the parties, or any of them,

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with respect to the subject matter hereof and thereof and except for (a) the rights of the Company’s shareholders toreceive the Merger Consideration at the Effective Time in accordance with, and subject to, the terms and conditionsof this Agreement, (b) the right of the holders of Company Options to receive the Option Cash Payment at theEffective Time, in accordance with, and subject to, the terms and conditions of this Agreement, (c) the provisions ofSection 6.08 hereof, and (d) the last sentence of Sections 8.02(c) and (e) and Section 9.08(a) is not intended to andshall not confer upon any person other than the parties hereto any rights or remedies hereunder.

SECTION 9.07 Governing Law. This Agreement, and all claims or causes of action (whether in contract ortort) that may be based upon, arise out or relate to this Agreement or the negotiation, execution or performance ofthis Agreement (including any claim or cause of action based upon, arising out of or related to any representation orwarranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall begoverned by the internal laws of the State of New York (other than with respect to matters governed by the TexasActs with respect to which the Texas Acts shall apply and the DGCL with respect to matters with respect to whichthe DGCL shall apply), without giving effect to any choice or conflict of laws provision or rule.

SECTION 9.08 Consent to Jurisdiction; Enforcement.

(a) (i) The Company agrees that to the extent it has incurred losses or damages in connection with thisAgreement, (i) the maximum aggregate liability of Mergerco for such losses or damages shall be limited to thoseamounts specified in Section 8.02(b), (ii) the maximum aggregate liability of each Parent for such losses ordamages shall be zero, (iii) the maximum liability of each Guarantor, directly or indirectly, shall be limited to theexpress obligations of such Guarantor under its Limited Guarantee, and (iv) in no event shall the Company seek torecover any money damages in excess of such amount from Mergerco, the Parents, or the Guarantors or theirrespective Representatives and affiliates in connection therewith.

(b) The Company agrees that irreparable damage to Mergerco and the Parents would occur in the event thatany of the provisions of this Agreement were not performed in accordance with their specific terms or wereotherwise breached. It is accordingly agreed that Mergerco and the Parents shall be entitled to an injunction orinjunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of thisAgreement exclusively in a state or federal court located in the United States or any state having jurisdiction, suchremedy being in addition to any other remedy to which Mergerco or either Parent is entitled at law or in equity. Theparties acknowledge that the Company shall not be entitled to an injunction or injunctions to prevent breaches ofthis Agreement by Mergerco or either Parent or to enforce specifically the terms and provisions of this Agreementand that the Company’s sole and exclusive remedy with respect to any such breach shall be the remedy set forth inSection 8.02(b), as applicable, and under the Limited Guarantees.

(c) In addition, each of Mergerco, each Parent and the Company hereby irrevocably submits to the exclusivejurisdiction of the United States District Court for the Western District of Texas and, if the United States DistrictCourt for the Western District of Texas does not accept such jurisdiction, the courts of the State of Texas, for thepurpose of any action or proceeding arising out of or relating to this Agreement and each of the parties hereto herebyirrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusivelyin any Texas state or federal court. Each of Mergerco, each Parent and the Company agrees that a final judgment inany action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or inany other manner provided by Law.

(d) Each of Mergerco, each Parent and the Company irrevocably consents to the service of the summons andcomplaint and any other process in any other action or proceeding relating to the transactions contemplated by thisAgreement, on behalf of itself or its property, by personal delivery of copies of such process to such party. Nothingin this Section 9.08 shall affect the right of any party to serve legal process in any other manner permitted by Law.

SECTION 9.09 Counterparts. This Agreement may be executed and delivered (including by facsimiletransmission) in two (2) or more counterparts, and by the different parties hereto in separate counterparts, eachof which when executed and delivered shall be deemed to be an original but all of which taken together shallconstitute one and the same agreement.

SECTION 9.10 Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THATANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE

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COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVO-CABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BYJURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ONCONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TOTHIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTYCERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANYOTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTYWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,(II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,(III) EACH PARTY MAKES THIS WAIVER VOLUNTARILYAND (IV) EACH PARTY HAS BEEN INDUCEDTO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION 9.10.

[Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, Mergerco, the Parents and the Company have caused this Agreement to beexecuted as of the date first written above by their respective officers thereunto duly authorized.

MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.

By: /s/ Scott Sperling

Name: Scott SperlingTitle: Co-President

PARENTS:

B TRIPLE CROWN FINCO, LLC

By: JOHN CONNAUGHTON

Name: John ConnaughtonTitle: Managing Director

T TRIPLE CROWN FINCO, LLC

By: /s/ Scott Sperling

Name: Scott SperlingTitle: Co-President

COMPANY:

CLEAR CHANNEL COMMUNICATIONS, INC.

By: /s/ Mark P. Mays

Name: Mark P. MaysTitle: Chief Executive Officer

Signature Page toAgreement and Plan of Merger

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APPENDIX A

DEFINITIONS

As used in the Agreement, the following terms shall have the following meanings:

“Accountant” shall have the meaning set forth in Section 3.09(c).

“Additional Consideration Date” shall mean January 1, 2008.

“Additional Per Share Consideration” shall mean, if the Effective Time shall occur after the AdditionalConsideration Date, an amount, rounded to the nearest penny, equal to the lesser of (A) the pro rata portion,based upon the number of days elapsed since the Additional Consideration Date, of $37.60 multiplied by8% per annum, per share or (B) an amount equal to (i) Operating Cash Flow for the period from and includingthe Additional Consideration Date through and including the last day of the last month preceding the ClosingDate for which financial statements are available at least ten (10) calendar days prior to the Closing Date (the“Adjustment Period”) minus dividends paid or declared with respect to the period from and after the end of theAdjustment Period through and including the Closing Date and amounts committed or paid to purchase equityinterests in the Company or derivatives thereof with respect to such period (but only to the extent that suchdividends or amounts are not deducted from Operating Cash Flow for any prior period) divided by (ii) the sumof the number of outstanding shares of Company Common Stock (including outstanding Restricted Shares)plus the number of shares of Company Common Stock issuable pursuant to Convertible Securities outstandingat the Closing Date with exercise prices less than the Merger Consideration.

“Adjustment Period” shall have the meaning set forth in the definition of Additional Per ShareConsideration.

“affiliate” of a specified person, shall mean a person who, directly or indirectly, through one or moreintermediaries controls, is controlled by, or is under common control with, such specified person.

“Aggregate Merger Consideration” shall have the meaning set forth in Section 3.02(a).

“Agreement” shall have the meaning set forth in the Preamble.

“Articles of Merger” shall have the meaning set forth in Section 2.03(a).

“Attributable Interest” shall have the meaning set forth in Section 6.05(a).

“Attributable Investor” shall have the meaning set forth in Section 6.05(a).

“Blue Sky Laws” shall mean state securities or “blue sky” laws.

“Book-Entry Shares” shall have the meaning set forth in Section 3.01(b).

“business day” shall mean any day on which the principal offices of the SEC in Washington, D.C. or theSecretary of State are open to accept filings, or, in the case of determining a date when any payment is due, anyday on which banks are not required or authorized to close in the City of New York.

“Certificate of Merger” shall have the meaning set forth in Section 2.03(a).

“Certificates” shall have the meaning set forth in Section 3.01(b).

“Change of Recommendation” shall have the meaning set forth in Section 6.07(d).

“Class A Preferred Stock” shall have the meaning set forth in Section 4.03(a).

“Class B Preferred Stock” shall have the meaning set forth in Section 4.03(a).

“Closing” shall have the meaning set forth in Section 2.02.

“Closing Date” shall have the meaning set forth in Section 2.02.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

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“Communications Act” shall mean the Communications Act of 1934, as amended, and the rules,regulations and published policies and orders of the FCC thereunder.

“Company” shall have the meaning set forth in the Preamble.

“Company Accountant Expense” shall have the meaning set forth in Section 3.09(d).

“Company Benefit Plan” shall mean (i) each “employee pension benefit plan” (as defined in Section 3(2)of ERISA), whether or not subject to ERISA, each “employee welfare benefit plan” (as defined in Section 3(1)of ERISA), whether or not subject to ERISA, (ii) each other plan, arrangement or policy (written or oral)relating to equity and equity-based awards, stock purchases, deferred compensation, bonus or other incentivecompensation, severance, retention, salary continuation, educational assistance, material fringe benefits, leaveof absence, vacation, change in control benefit, disability pension, welfare benefit, life insurance, or othermaterial employee benefits, and (iii) each severance, consulting, change in control, employment, individualcompensation or similar arrangement, in each case as to which the Company or its subsidiaries has anyobligation or liability, contingent or otherwise, other than any (A) Multiemployer Plan; (B) governmental planor any plan, arrangement or policy mandated by applicable Law and not otherwise insured, covered or set forthin any insurance contract, trust, escrow or other funding agreement; or (C) any employment contract applicableto employees performing services in jurisdictions outside of the United States that provides for severance onlyin accordance with applicable Laws.

“Company Common Stock” shall have the meaning set forth in Section 3.01(a).

“Company Disclosure Schedule” shall have the meaning set forth in Article IV.

“Company Employees” shall have the meaning set forth in Section 6.11(a).

“Company ESPP” shall have the meaning set forth in Section 3.03(d).

“Company FCC Licenses” shall mean all main radio and television stations licenses, permits, autho-rizations, and approvals issued by the FCC to the Company and its subsidiaries for the operation of theCompany Stations.

“Company Indenture” shall mean the Senior Indenture, dated as of October 1, 1997, as amended,modified and supplemented by supplemental indentures from time to time through and including the Twenty-First Supplemental Indenture dated as of October 1, 1997, between Clear Channel Communications, Inc. andThe Bank of New York Trust Company, N.A., as trustee.

“Company Material Contract” shall have the meaning set forth in Section 4.13(a).

“Company Option” shall mean each outstanding option to purchase shares of Company Common Stockunder any of the Company Option Plans.

“Company Option Plans” shall mean (i) the Company’s 1994 Incentive Stock Option Plan, 1994Nonqualified Stock Option Plan, 1998 Stock Incentive Plan and 2001 Stock Incentive Plan and SharesaveScheme and (ii) The Ackerley Group, Inc. Fifth Amended and Restated Employees Stock Option Plan, The1998 AMFM Inc. Stock Option Plan, The 1999 AMFM Inc. Stock Option Plan, Capstar BroadcastingCorporation 1998 Stock Option Plan, Jacor Communication, Inc. 1997 Long-Term Incentive Stock Plan, TheMarquee Group, Inc. 1996 Stock Option Plan, SFX Entertainment, Inc. 1998 Stock Option and RestrictedStock Plan, and SFX Entertainment, Inc. 1999 Stock Option and Restricted Stock Plan.

“Company Permits” shall have the meaning set forth in Section 4.06(a).

“Company Recommendation” shall have the meaning set forth in Section 6.04.

“Company SEC Documents” shall have the meaning set forth in Article IV.

“Company Stations” shall mean all of the radio broadcast and television stations currently owned andoperated by the Company and its subsidiaries, including full power television and radio broadcast stations andlow power television stations, television translator stations, FM broadcast translator stations and FM broadcastbooster stations.

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“Company Termination Fee” means $500,000,000, except (i) in the event that this Agreement isterminated by the Company prior to January 5, 2007 pursuant to Section 8.01(h) or (ii) in the event thatthis Agreement is terminated by the Parents prior to January 5, 2007 pursuant to Section 8.01(i), and, in eachcase, such right of termination is based on the submission of an Excluded Competing Proposal, the CompanyTermination Fee shall be $300,000,000

“Competing Proposal” shall have the meaning set forth in Section 6.07(h).

“Compliant” shall have the meaning set forth in Section 6.13(b).

“Confidentiality Agreements” shall mean (i) the confidentiality agreement, dated as of October 20, 2006,by and between Thomas H. Lee Partners, L.P. and the Company, as amended, and (ii) the confidentialityagreement, dated as of October 25, 2006, by and between Bain Capital Partners, LLC and the Company, asamended.

“control” (including the terms “controlled by” and “under common control with”) means the possession,directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the managementand policies of a person, whether through the ownership of voting securities, as trustee or executor, by contractor credit arrangement or otherwise.

“Convertible Securities” shall mean any subscriptions, options, warrants, debt securities or othersecurities convertible into or exchangeable or exercisable for any shares of Equity Securities.

“D&O Insurance” shall have the meaning set forth in Section 6.08(c).

“Debt Commitment Letters” shall have the meaning set forth in Section 5.07(a).

“Debt Financing” shall have the meaning set forth in Section 5.07(a).

“Debt Securities” shall mean the “Securities” as defined in each of the Indentures.

“Debt Tender Offer” shall have the meaning set forth in Section 6.14(a).

“Debt Tender Offer Documents” shall have the meaning set forth in Section 6.14(b).

“DGCL” shall have the meaning set forth in the Recitals.

“Dissenting Shares” shall have the meaning set forth in Section 3.05.

“Divestiture” shall have the meaning set forth in Section 6.05(b).

“Divestiture Notice” shall have the meaning set forth in Section 6.05(b).

“Effect” shall have the meaning set forth in the definition of Material Adverse Effect on the Company.

“Effective Time” shall have the meaning set forth in Section 2.03(a).

“Employee Benefit Plan” shall mean “employee benefit plans” as defined in Section 3(3) of ERISA.

“Equity Commitment Letters” shall have the meaning set forth in Section 5.07(a).

“Equity Financing” shall have the meaning set forth in Section 5.07(a).

“Equity Securities” shall mean any shares of capital stock of, or other equity interests or voting securitiesin, the Company or any of its subsidiaries, as applicable.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Additional Per Share Consideration” shall have the meaning set forth in Section 3.09(a).

“Estimated Additional Per Share Consideration Resolution Period” shall have the meaning set forth inSection 3.09(b).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Fund” shall have the meaning set forth in Section 3.02(a).

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“Excluded Competing Proposal” shall have the meaning set forth in Section 6.07(a).

“Expenses” shall mean all reasonable out-of-pocket expenses (including all fees and expenses of counsel,accountants, investment bankers, financing sources, experts and consultants to a party hereto and its affiliatesand equity holders) incurred by a party or on its behalf in connection with or related to the authorization,preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing andmailing of the Proxy Statement, the solicitation of shareholder and shareholder approvals, the filing of anyrequired notices under the HSR Act or other similar regulations, any filings with the SEC or the FCC and allother matters related to the closing of the Merger and the other transactions contemplated by this Agreement.

“FCC” shall mean the Federal Communications Commission or any successor entity.

“FCC Applications” shall have the meaning set forth in Section 6.05(a).

“FCC Consent” shall mean any action by the FCC (including action duly taken by the FCC’s staffpursuant to delegated authority) granting its consent to the transfer of control or assignment to Mergerco or theParents (or an affiliate of Mergerco or the Parents) of those authorizations, licenses, permits, and otherapprovals, issued by the FCC, and used in the operation of the Company Stations, pursuant to appropriateapplications filed by the parties with the FCC, as contemplated by this Agreement.

“FCC Filing Date” shall mean the last date upon which all FCC Applications are filed with the FCC, butin no event later than the 30th business day from the date hereof.

“FCC Media Ownership Rules” shall mean the FCC’s media ownership rules set forth at 47 C.F.R.Section 73.3555, and the notes thereto, as in effect on the date of this Agreement.

“Financing” shall have the meaning set forth in Section 5.07(a).

“Financing Agreements” shall have the meaning set forth in Section 6.13(a).

“Financing Commitments” shall have the meaning set forth in Section 5.07(a).

“Foreign Antitrust Laws” shall mean any non-U.S. Laws intended to prohibit, restrict or regulate actionsor transactions having the purpose or effect of monopolization, restraint of trade, harm to competition oreffectuating foreign investment.

“FTC” shall mean the Federal Trade Commission.

“GAAP” shall mean the United States generally accepted accounting principles.

“Governmental Authority” shall mean any United States (federal, state or local) or foreign government,or governmental, regulatory, judicial or administrative authority, agency, commission or court.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and therules and regulations thereunder.

“Indemnitee” shall mean any individual who, on or prior to the Effective Time, was an officer or directorof the Company or served on behalf of the Company as an officer or director of any of the Company’ssubsidiaries or any of their predecessors in all of their capacities (including as shareholder, controlling orotherwise) and the heirs, executors, trustees, fiduciaries and administrators of such officer or director.

“Indenture” shall mean each of, as the context may require, the Company Indenture and the SubsidiaryIndenture.

“Investors” shall have the meaning set forth in Section 5.07(a).

“IRS” shall mean the Internal Revenue Service.

“knowledge” shall mean the actual knowledge of the officers and employees of the Company and theParents set forth on Section A of the Company Disclosure Schedule and Section A of the Mergerco DisclosureSchedule, respectively, without benefit of an independent investigation of any matter.

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“Law” shall mean any and all domestic (federal, state or local) or foreign laws, rules, regulations, orders,judgments or decrees promulgated by any Governmental Authority.

“Lien” shall mean liens, claims, mortgages, encumbrances, pledges, security interests, equities orcharges of any kind.

“Limited Guarantee” shall have the meaning set forth in the Recitals.

“LMA” shall mean any local marketing agreement, time brokerage agreement, joint sales agreement,shared services agreement or other similar contract in which the Company or any subsidiary has anAttributable Interest in respect of providing programming, advertising or other services to any radio ortelevision broadcast station.

“Marketing Period” shall have the meaning set forth in Section 6.13(a).

“Master Agreement” shall have the meaning set forth in Section 6.01(q).

“Material Adverse Effect on the Company” shall mean any event, state of facts, circumstance, devel-opment, change, effect or occurrence (an “Effect”) that has had or would reasonably be expected to have amaterial adverse effect on the business condition (financial or otherwise, operations or results of operations ofthe Company and its subsidiaries, taken as a whole, other than (i) any Effect resulting from (A) changes ingeneral economic or political conditions or the securities, credit or financial markets in general, in each case,generally affecting the general television or radio broadcasting, music, internet, outdoor advertising or eventindustries, (B) general changes or developments in the general television or radio broadcasting, music, internetor event industries, including general changes in law or regulation across such industries, (C) the announce-ment of the merger agreement or the pendency or consummation of the merger, (D) the identity of Mergerco,the Investors or any of their affiliates as the acquiror of the Company, (E) compliance with the terms of, or thetaking of any action required by, the merger agreement or consented to by the Parents, (F) any acts of terrorismor war (other than any of the foregoing that causes any damage or destruction to or renders unusable anyfacility or property of the Company or any of its subsidiaries), (G) changes in GAAP or the interpretationthereof, or (H) any weather related event, except, in the case of the foregoing clauses (A) and (B), to the extentsuch changes or developments referred to therein would reasonably be expected to have a materiallydisproportionate impact on the Company and its subsidiaries, taken as a whole, relative to other for profitparticipants in the industries and in the geographic markets in which the Company conducts its businesses aftertaking into account the size of the Company relative to such other for profit participants; or (ii) any failure tomeet internal or published projections, forecasts or revenue or earning predictions for any period (provided thatthe underlying causes of such failure shall be considered in determining whether there is a Material AdverseEffect on the Company).

“Material Subsidiaries” shall have the meaning set forth in Section 4.01.

“Merger” shall have the meaning set forth in the Recitals.

“Merger Consideration” shall have the meaning set forth in Section 3.01(b).

“Mergerco” shall have the meaning set forth in the Preamble.

“Mergerco Common Stock” shall have the meaning set forth in Section 3.01(c).

“Mergerco Disclosure Schedule” shall have the meaning set forth in Article V.

“Mergerco Equity Interests” shall have the meaning set forth in Section 5.09.

“Mergerco Material Adverse Effect” shall mean any event, state of facts, circumstance, development,change, effect or occurrence that is materially adverse to the business, financial condition or results ofoperations of Mergerco and Mergerco’s subsidiaries taken as a whole or may reasonably be expected to preventor materially delay or materially impair the ability of Mergerco or any of its subsidiaries to consummate theMerger and the other transactions contemplated by this Agreement.

“Mergerco Organizational Documents” shall have the meaning set forth in Section 5.02.

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“Mergerco Shares” shall have the meaning set forth in Section 5.09.

“Mergerco Termination Fee” shall have the meaning set forth in Section 8.02(b).

“Multiemployer Plan” shall mean any “multiemployer plans” within the meaning of Section 3(37) ofERISA.

“New Debt Financing Commitments” shall have the meaning set forth in Section 6.13(a).

“New Plans” shall have the meaning set forth in Section 6.11(c).

“No-Shop Period Start Date” shall have the meaning set forth in Section 6.07(a).

“Notice Period” shall have the meaning set forth in Section 6.07(e).

“NYSE” shall mean the New York Stock Exchange.

“Operating Cash Flow” shall mean, for any period, an amount determined on a consolidated basis for theCompany and its subsidiaries as follows:

(A) an amount determined in accordance with GAAP (as in effect on the date hereof), consistentlyapplied, equal to the sum of net income, excluding therefrom any amount described in one or more of thefollowing clauses (but only to the extent included in net income):

(i) the aggregate after-tax amount, if positive, of any net extraordinary, nonrecurring orunusual gains,

(ii) any items of gain or loss from Permitted Divestitures,

(iii) any items of gain or loss from the change in value or disposition of investments, includingwith respect to marketable securities and forward exchange contracts,

(iv) any non-cash income, gain or credits included in the calculation of net income,

(v) any net income or loss attributable to non-wholly owned subsidiaries or investments,except to the extent the Company has received a cash dividend or distribution or an intercompanycash payment with respect thereto during such period,

(vi) any net income attributable to foreign subsidiaries, except to the extent the Company hasreceived a cash dividend or distribution or an intercompany cash payment with respect theretoduring such period, and

(vii) the cumulative effect of a change in accounting principle, plus

(B) to the extent net income has been reduced thereby and without duplication, amortization ofdeferred financing fees included in interest expense, depreciation and amortization (including amorti-zation of film contracts) and other non-cash charges that in the case of items described in this clause (B) are(i) not attributable to subsidiaries whose net income is subject to clause (A)(v) or (A)(vi) above and (ii) notin the nature of provisions for future cash payments, minus

(C) the amount of cash taxes paid or accrued with respect to such period (including provision fortaxes payable in future periods) to the extent exceeding the amount of tax expense deducted indetermining net income, minus

(D) dividends paid or declared with respect to such period and amounts committed or paid topurchase equity interests in the Company or derivatives thereof with respect to such period, minus

(E) capital expenditures made in cash or accrued with respect to such period, minus

(F) with respect to any income realized outside of the United States, any amount of taxes that wouldbe required to be paid in order to repatriate such income to the United States, minus

(G) cash payments made or scheduled to be made with respect to film contracts.

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“Option Cash Payment” shall have the meaning set forth in Section 3.03(a).

“Order” shall mean any decree, order, judgment, injunction, temporary restraining order or other order inany suit or proceeding by or with any Governmental Authority.

“Outdoor Holdings” shall mean Clear Channel Outdoor Holdings, Inc., a Delaware corporation.

“Outdoor SEC Documents” shall mean all documents filed with the SEC by Outdoor Holdings betweenNovember 2, 2005 and the date hereof (together with all forms, documents, schedules, certifications,prospectuses, reports, and registration, proxy and other statements, required to be filed or furnished by itwith or to the SEC between November 2, 2005 and the date hereof including any such documents filed duringsuch periods on a voluntary basis on Form 8-K) in each case including all exhibits and schedules thereto anddocuments incorporated by reference therein.

“Parents” shall have the meaning set forth in the Preamble.

“Paying Agent” shall have the meaning set forth in Section 3.02(a).

“Permitted Lien” shall mean (i) any Lien for Taxes not yet due or being contested in good faith byappropriate proceedings and for which adequate accruals or reserves have been established on the financialstatements in accordance with GAAP; (ii) Liens securing indebtedness or liabilities that are reflected in theCompany SEC Documents; (iii) such non-monetary Liens or other imperfections of title, if any, that, do nothave, individually or in the aggregate, a Material Adverse Effect on the Company, including, withoutlimitation, (A) easements or claims of easements whether shown or not shown by the public records,boundary line disputes, overlaps, encroachments and any matters not of record which would be disclosedby an accurate survey or a personal inspection of the property, (B) rights of parties in possession, (C) anysupplemental Taxes or assessments not shown by the public records and (D) title to any portion of the premiseslying within the right of way or boundary of any public road or private road; (iv) Liens imposed or promulgatedby Laws with respect to real property and improvements, including zoning regulations, (v) Liens disclosed onexisting title reports or existing surveys (in either case copies of which title reports and surveys have beendelivered or made available to the Parents); and (vi) mechanics’, carriers’, workmen’s, repairmen’s and similarLiens, incurred in the ordinary course of business.

“Permitted Divestitures” shall have the meaning set forth on Section 6.01(i) of the Company DisclosureSchedule.

“person” shall mean an individual, a corporation, limited liability company, a partnership, an association,a trust or any other entity or organization, including, without limitation, a Governmental Authority.

“Proxy Statement” shall have the meaning set forth in Section 6.03(a).

“Renewal Application” shall have the meaning set forth in Section 6.05(d).

“Renewal Station” shall have the meaning set forth in Section 6.05(d).

“Representatives” shall have the meaning set forth in Section 6.06(a).

“Required Financial Information” shall have the meaning set forth in Section 6.13(b).

“Requisite Shareholder Approval” shall mean the affirmative vote of the holders of two-thirds of theoutstanding Shares of Company Common Stock to approve this Agreement and the transactions contemplatedthereby.

“Restricted Share” shall have the meaning set forth in Section 3.03(b).

“Rollover Share” shall mean each Equity Security or Convertible Security owned by an employee of theCompany that is expressly designated as a Rollover Share in an agreement of such employee and the Parents tobe entered into between the date hereof and the Closing Date.

“SEC” shall mean the Securities and Exchange Commission.

“SEC Filings” shall have the meaning set forth in Section 4.12.

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“Secretary of State” shall have the meaning set forth in Section 2.03(a).

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Senior Executives” shall mean the “named executive officers” identified in the Company’s ProxyStatement filed with the SEC on March 14, 2006

“Shareholders’ Meeting” shall have the meaning set forth in Section 6.04.

“Short-Dated Notes” shall have the meaning set forth in Section 6.14(a).

“subsidiary” of any person, shall mean any corporation, limited liability company, partnership, asso-ciation, trust, joint venture or other legal entity (other than any dormant or inactive corporation, limitedliability company, partnership, association, trust, joint venture or other legal entity) the accounts of whichwould be consolidated with those of such party in such party’s consolidated financial statements if suchfinancial statements were prepared in accordance with GAAP, as well as any other corporation, limited liabilitycompany, partnership, association, trust, joint venture or other legal entity of which securities or otherownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power(or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, ownedby such party or one or more subsidiaries of such party or by such party and one or more subsidiaries of suchparty; provided, however, that the following rules of interpretation shall be applied with respect to the use ofthe term “subsidiary” or “subsidiaries,” as they are applied to Outdoor Holdings and any other subsidiary of theCompany which is not wholly owned: (i) when used in the representations and warranties of the Companycontained in this Agreement, with respect to Outdoor Holdings and any other subsidiary of the Company that isnot wholly owned, the representation or warranty shall be made solely to the Company’s knowledge and(ii) whenever this Agreement obligates any subsidiary to take or not to take, or requires that the Companycause any subsidiary to take, or not to take, any action, such covenant shall be satisfied with respect to OutdoorHoldings and any other subsidiary of the Company that is not wholly owned, upon the Company’s request ofsuch subsidiary to (i) take, or not to take, as the case may be, such action, and (ii) with respect to OutdoorHoldings, if such action is contemplated by the Master Agreement, upon the Company’s exercise of its rightsunder the Master Agreement with respect to such action.

“Subsidiary Indenture” shall mean the Indenture, dated as of November 17, 1998, as amended, modifiedand supplemented by that certain First Supplemental Indenture dated as of August 23, 1999, that certainSecond Supplemental Indenture dated as of November 19, 1999 and that certain Third Supplemental Indenturedated as of January 18, 2000, among AMFM Operating Inc., each subsidiary guarantor party thereto and TheBank of New York, as trustee.

“Subsidiary Issuer” shall have the meaning set forth in Section 6.14(a).

“Surviving Corporation” shall have the meaning set forth in Section 2.01.

“Surviving Corporation Common Stock” shall have the meaning set forth in Section 3.01(c).

“Superior Proposal” shall have the meaning set forth in Section 6.07(i).

“Supplemental Indentures” shall have the meaning set forth in Section 6.14(b).

“Tax” or “Taxes” shall mean any and all taxes, fees, levies, duties, tariffs, imposts, and other similarcharges (together with any and all interest, penalties and additions to tax) imposed by any governmental ortaxing authority including, without limitation: taxes or other charges on or with respect to income, franchises,windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security,workers’ compensation, unemployment compensation, or net worth; taxes or other charges in the nature ofexcise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; license, registration anddocumentation fees; and customs’ duties, tariffs, and similar charges; and liability for the payment of anyof the foregoing as a result of (w) being a transferee or successor, (x) being a member of an affiliated,consolidated, combined or unitary group, (y) being party to any tax sharing agreement and (z) any express orimplied obligation to indemnify any other person with respect to the payment of any of the foregoing.

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“Tax Returns” shall mean returns, reports, claims for refund, declarations of estimated Taxes andinformation statements, including any schedule or attachment thereto or any amendment thereof, with respectto Taxes required to be filed with the IRS or any other governmental or taxing authority, domestic or foreign,including consolidated, combined and unitary tax returns.

“TBCA” shall have the meaning set forth in the Recitals.

“TBOC” shall have the meaning set forth in the Recitals.

“TIA” shall have the meaning set forth in Section 6.14(b).

“Termination Date” shall have the meaning set forth in Section 8.01(b).

“Texas Acts” shall have the meaning set forth in the Recitals.

“Tolling Agreement” shall have the meaning set forth in Section 6.05(d).

“Total Option Cash Payments” shall have the meaning set forth in Section 3.03(a).

“WARN Act” shall mean the Worker Adjustment and Restraining Notification (WARN) Act of 1988.

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SUMMARY OF CONTENTS OF

COMPANY DISCLOSURE SCHEDULE

to

AGREEMENT AND PLAN OF MERGER

dated as of

November 16, 2006

By and among

BT TRIPLE CROWN MERGER CO., INC.,

B TRIPLE CROWN FINCO, LLC,

T TRIPLE CROWN FINCO, LLC,

and

CLEAR CHANNEL COMMUNICATIONS, INC.

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The following is a summary of the disclosure schedules delivered by the Company in connection with theAgreement and Plan of Merger dated as of November 16, 2006 by and among BT Triple Crown Merger Co., Inc.,B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and Clear Channel Communications, Inc. (the“Agreement”). To the extent not defined below, capitalized terms used herein are as defined in the Agreement.*

Section 3.03(a). Stock Options and Other Awards.

List of outstanding options to purchase shares of common stock of the Company, for which consent may berequired for consummation of the transactions contemplated by Section 3.03 of the Agreement.

Section 4.01(a). Material Subsidiaries.

List of material subsidiaries.

Section 4.02. Articles of Incorporation and Bylaws.

List of material subsidiaries for which articles of incorporation and bylaws were not made available toMergerco or the Parents.

Section 4.03(b). Capitalization.

List of certain outstanding warrants and disclosure of information relating to outstanding shares of commonstock reserved for issuance under certain equity incentive plans.

Section 4.05(a). No Conflicts; Required Filings and Consents.

List of agreements that the transactions contemplated by the Agreement may conflict with or require themaking of a filing or the obtaining of a consent.

Section 4.06(b). Permits and Licenses; Compliance with Laws.

List of television and radio stations.

Section 4.11. Taxes.

Disclosure of information regarding disputes over taxes, audits, examinations and other tax matters.

Section 4.14. Employee Benefits and Labor Matters.

Disclosure of information relating to the Company’s employee benefits plans, including potential liabilitiesunder outstanding plans upon the consummation of the transactions contemplated by the Agreement.

Section 5.07(c). Available Funds.

List of entities with which the Parents may not enter into discussions, negotiations, arrangements, under-standings or agreements with respect to Equity Financing.

Section 6.01(i). Permitted Divestitures.

Disclosure of information regarding divestitures of assets of the Company permitted under the Agreement.Listing of pending sales agreements.

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* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant hereby agrees to furnish supplementally a copy ofthe Company Disclosure Schedule to the Agreement and Plan of Merger to the Securities and ExchangeCommission upon request.

Section 6.01(j). Tax Settlements.

Disclosure of tax settlements.

Section 6.01(l). Compensation.

Disclosure of potential increases in compensation to directors or senior executives in excess of the limitationsset forth in the Agreement.

Section 6.01(m). Capital Expenditures.

Disclosure of capital expenditures in excess of the limitations set forth in the Agreement.

Section 6.01(n). Investments.

Disclosure of investments in excess of the limitations set forth in the Agreement.

Section 6.05(d). Pending Renewal Applications.

List of renewal applications pending with the Federal Communications Commission.

Section 6.11(b). Severance Benefits.

Disclosure of the Company’s severance policy.

Schedule A. Knowledge Persons.

List of persons whose knowledge constitutes the Company’s knowledge for purposes of the Agreement.

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SUMMARY OF CONTENTS OF

MERGERCO DISCLOSURE SCHEDULE

to

AGREEMENT AND PLAN OF MERGER

dated as of

November 16, 2006

By and among

BT TRIPLE CROWN MERGER CO., INC.,

B TRIPLE CROWN FINCO, LLC,

T TRIPLE CROWN FINCO, LLC,

and

CLEAR CHANNEL COMMUNICATIONS, INC.

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The following is a summary of the disclosure schedules delivered by Mergerco in connection with theAgreement and Plan of Merger dated as of November 16, 2006 by and among BT Triple Crown Merger Co., Inc., BTriple Crown Finco, LLC, T Triple Crown Finco, LLC, and Clear Channel Communications, Inc. (the “Agree-ment”). To the extent not defined below, capitalized terms used herein are as defined in the Agreement.*

Section 3.08. Rollover Shares.

Stating that between the date of the Agreement and the date of Closing, the Parents and Mergerco will agreewith each shareholder entitled to rollover shares of common stock of the Company the number of shares, if any, tobe rolled over and the conversion ratio.

Section 5.05. FCC Matters.

Disclosing that certain investment funds have an Attributable Interest that may conflict with the FederalCommunications Commission media ownership guidelines.

Section 5.07(a). Available Funds.

List of executed debt and equity commitment letters.

Section 5.09. Capitalization of Mergerco.

Disclosure of the entities who hold the authorized capital stock of Mergerco on the date of the Agreement.

Section 6.14. Actions With Respect to Existing Debt.

List of certain agreements that potentially conflict with the transaction.

Appendix A. Definitions.

List of persons whose knowledge constitutes the Parents’ and Mergerco’s knowledge for the purposes of theAgreement.

* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant hereby agrees to furnish supplementally a copy ofthe Mergerco Disclosure Schedule to the Agreement and Plan of Merger to the Securities and ExchangeCommission upon request.

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ANNEX B

AMENDMENT NO. 1TO

AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 (the “Amendment”), dated as of April 18, 2007, to the Agreement and Plan of Merger,dated as of November 16, 2006, by and among BT Triple Crown Merger Co., Inc., a Delaware corporation(“Mergerco”), B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, aDelaware limited liability company (together with B Triple Crown Finco, LLC, the “Parents”), and Clear ChannelCommunications, Inc., a Texas corporation (the “Company”).

RECITALS

WHEREAS, Section 8.03 of the Agreement permits the parties, by action by or on behalf of their respectiveboard of directors, to amend the Agreement by an instrument in writing signed on behalf of each of parties; and

WHEREAS, the parties hereto desire to amend the Agreement as provided herein.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties andcovenants and subject to the conditions herein contained and intending to be legally bound hereby, the parties heretohereby agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions; References. Unless otherwise specifically defined herein, each capitalized termused but not defined herein shall have the meaning assigned to such term in the Agreement. Each reference to“hereof,” “hereunder,” “hereby,” and “this Agreement” shall, from and after the date of this Amendment, refer to theAgreement, as amended by this Amendment. Each reference herein to “the date of this Amendment” shall refer tothe date set forth above and each reference to the “date of this Agreement” or similar references shall refer toNovember 16, 2006.

ARTICLE 2

AMENDMENT TO AGREEMENT

SECTION 2.01. Amendment to Section 3.01(b) of the Agreement. Section 3.01(b) of the Agreement isamended by deleting “$37.60” and replacing such amount with “$39.00.” All references in the Agreement to the“Merger Consideration” shall refer to “$39.00 plus the Additional Per Share Consideration, if any, in cash, withoutinterest.

SECTION 2.02. Additional Representations and Warranties of the Company. The Company hereby repre-sents and warrants to Mergerco and the Parents as follows:

(a) Authority Relative to Amendment. The Company has all necessary corporate power and authority toexecute and deliver this Amendment, to perform its obligations hereunder. The execution and delivery of thisAmendment by the Company have been duly and validly authorized by all necessary corporate action, and noother corporate proceedings on the part of the Company are necessary to authorize the execution and deliveryof this Amendment. This Amendment has been duly and validly executed and delivered by the Company and,assuming the due authorization, execution and delivery by Mergerco and the Parents, this Amendmentconstitutes a legal, valid and binding obligation of the Company, enforceable against the Company in

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accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulenttransfer, reorganization, moratorium and other similar Laws of general applicability relating to or affectingcreditors’ rights, and to general equitable principles).

(b) Additional Representations. Each of the representations and warranties contained in Sections 4.04(b)(ii)and (iii) is true and accurate as if made anew as of the date of this Amendment.

(c) Opinion of Financial Advisors. The Board of Directors of the Company has received an oralopinion of Goldman Sachs & Co. to the effect that, after giving effect to this Amendment, as of the date of suchopinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, theMerger Consideration as provided in Section 3.01(b) of the Agreement payable to each holder of outstandingshares of Company Common Stock (other than shares cancelled pursuant to Section 3.01(b) of the Agreement,shares held by affiliates of the Company, Dissenting Shares and the Rollover Shares), in the aggregate, is fair tothe holders of the Company Common Stock from a financial point of view. The Company shall deliver anexecuted copy of the written opinion received from Goldman Sachs & Co. to the Parents promptly upon receiptthereof.

SECTION 2.03. Additional Representations and Warranties of Parents and Mergerco. The Parents andMergerco hereby jointly and severally represent and warrant to the Company as follows:

(a) Authority Relative to Amendment. The Parents and Mergerco have all necessary power andauthority to execute and deliver this Amendment, to perform their respective obligations hereunder. Theexecution and delivery of this Amendment by the Parents and Mergerco have been duly and validly authorizedby all necessary limited liability company action on the part of the Parents and all corporate action ofMergerco, and no other corporate proceedings on the part of the Parents or Mergerco are necessary to authorizethe execution and delivery of this Amendment. This Amendment has been duly and validly executed anddelivered by the Parents and Mergerco and, assuming the due authorization, execution and delivery by theCompany, this Amendment constitutes a legal, valid and binding obligation of the Parents and Mergerco,enforceable against the Parents and Mergerco in accordance with its terms (except as such enforceability maybe limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws ofgeneral applicability relating to or affecting creditor’s rights, and to general equitable principles).

SECTION 2.04. Amendment to Section 5.07 of the Agreement. Section 5.07 (a) is amended and restated in itsentirety to read as follows:

“(a) Parents have provided to the Company true, complete and correct copies, as of the date of thisAmendment, of the executed commitment letters from the parties identified in a separate letter (the“Amendment Disclosure Letter”) delivered to the Company, which commitment letters are dated as ofthe date of this Amendment (as the same may be amended, modified, supplemented, restated, superseded andreplaced in accordance with Section 6.13(a), collectively, the “Debt Commitment Letters”), pursuant towhich, and subject to the terms and conditions thereof, the lender parties thereto have committed to lend theamounts set forth therein for the purpose of funding the transactions contemplated by this Agreement (the“Debt Financing”). Parents have provided to the Company true, complete and correct copies, as of the date ofthis Amendment, of executed commitment letters (collectively, the “Equity Commitment Letters” andtogether with the Debt Commitment Letters, the “Financing Commitments”) pursuant to which the investorslisted in the Amendment Disclosure Letter (the “Investors”) have committed to invest the cash amounts setforth therein subject to the terms therein (the “Equity Financing” and together with the Debt Financing, the“Financing”).”

Each of the representations and warranties contained in Section 5.07(b) is true and accurate as if made anew as ofthe date of this Amendment.

SECTION 2.05. Amendment to Section 6.01 of the Agreement. Section 6.01(f) (iv) (z) is amended by deletingthe words, “date hereof” and replacing them with the words, “date of the Amendment.”

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SECTION 2.06. Amendment to Section 6.03 of the Agreement. The following paragraph shall be added to theAgreement as Section 6.03(e):

“(e) Within five (5) business days following the date of this Amendment the Company shall prepare andshall cause to be filed with the SEC a proxy supplement in accordance with the provisions of Section 6.03(a)relating to the meeting of the Company’s shareholders to be held to consider the adoption and approval of thisAgreement and the Merger. The Company shall include the text of this Agreement and the recommendation ofthe Board of Directors of the Company that the Company’s shareholders approve and adopt this Agreement. Ifrequired, the Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC, ifrequired after the date of this Amendment, as soon as reasonably practicable after it is filed with the SEC. If theSEC requires the Company to re-mail the Proxy Statement to the holders of Company Common Stock as of therecord date established for the Shareholders’ Meeting, then within five (5) days after the Proxy supplementprepared in accordance with Section 6.03(b) has been cleared by the SEC, the Company shall mail the ProxyStatement to the holders of Company Common Stock as of the record date established for the Shareholders’Meeting.

SECTION 2.07. Amendments to Section 6.04 of the Agreement. Subject to any actions taken by the SEC, ascontemplated by Section 2.05 above, the Shareholders Meeting referred to in Section 6.04 of the Agreement shall bepostponed, convened and held on May 8, 2007.

SECTION 2.08. Amendment to Section 8.02 of the Agreement. Section 8.02(c) of the Agreement shall berenumbered as Section 8.02(d) and all cross references to such Section shall be renumbered accordingly. Thefollowing paragraph shall be added to the Agreement as Section 8.02(c):

“(c) If this Agreement is terminated pursuant to Section 8.01(c), Section 8.01(d) or Section 8.01(g) andwithin twelve (12) months after such termination of this Agreement (i) the Company or any of its subsidiariesconsummates, (ii) the Company or any of its subsidiaries enters into a definitive agreement with respect to, or(iii) one or more Contacted Parties or a Qualified Group commences a tender offer with respect to, and, in thecase of each of clause (ii) and (iii) above, subsequently consummates (whether during or after such twelve(12) month period), any Contacted Party Proposal then the Company shall pay to the Parents a fee of$200,000,000 in cash; provided, however, if this Agreement is terminated pursuant to Section 8.01(d) orSection 8.01(g), no such fee shall be payable under this Section 8.02(c) if a Company Termination Fee ispayable pursuant to Section 8.02(a) hereof. In the event the fee provided for in this Section 8.02(c) is requiredto be paid, such payment will be made by wire transfer of immediately available funds to an account designatedby Parents promptly following the closing of the transactions contemplated by such Contacted Party Proposal.For purposes of clarification, the fee payable pursuant to this Section 8.02(c) is in addition to any reim-bursement of expenses provided for in Section 8.02(a) above.”

SECTION 2.09. Amendment to Appendix A.

(a) The definition of “Additional Per Share Merger Consideration” is amended by deleting “$37.60” andreplacing such amount with “$39.00.”

(b) The following definition of “Contacted Parties” is added to Appendix A immediately following thedefinition of “Confidentiality Agreement”:

“Contacted Parties” shall mean and include (i) each Person that is referred to in the Proxy Statement ashaving been contacted during the auction process or that were contacted in accordance with Section 6.07(a) ofthe Agreement during the period commencing on November 16, 2006 and ending on December 7, 2006 and(ii) any Affiliate of the parties referred to in clause (i). Within two business days of the date of this Amendment,the Company will provide to Parents a true and accurate list of the Contacted Parties referred to in clause (i).”

(c) The following definition of “Contacted Parties Proposal” is added to Appendix A immediately followingthe definition of “Contacted Parties”:

“Contacted Parties Proposal” shall mean: (i) any transaction in which one or more of the ContactedParties, either acting alone or as a “group” (as defined in Section 13(d) of the Exchange Act) acting in concert,which “group” does not include any of the Parents, Mergerco or their respective Affiliates (a “Qualified

B-3

Group”), directly or indirectly acquires or purchases, in any single transaction or series of related transactions,more than 50% of the fair market value of the assets, issued and outstanding Company Common Stock or otherownership interests of the Company and its consolidated subsidiaries, taken as a whole, or to which 50% ormore of the Company’s and its subsidiaries net revenues or earnings on a consolidated basis are attributable(ii) any tender offer or exchange offer (including through the filing with the SEC of a Schedule TO), as definedpursuant to the Exchange Act, that if consummated would result in one or more of the Contacted Parties or aQualified Group acting in concert acquiring assets, securities or businesses in the minimum percentagedescribed in clause (i) above or (iii) any merger, consolidation, business combination, recapitalization,issuance of or amendment to the terms of outstanding stock or other securities, liquidation, dissolution or othersimilar transaction involving the Company as a result of which any Contacted Party or Qualified Group actingin concert would acquire assets, securities or businesses in the minimum percentage described in clause (i)above. For clarification purposes, a spin-off, recapitalization, stock repurchase program or other transactioneffected by the Company or any of its subsidiaries will not constitute a Contacted Parties Proposal unless, as aresult of such transaction, a Contacted Party or Qualified Group acting in concert acquires the assets, securitiesor business described in clause (i) above.

ARTICLE 3

MISCELLANEOUS

SECTION 3.01. No Further Amendment. Except as expressly amended hereby, the Agreement is in allrespects ratified and confirmed and all of the terms and conditions and provisions thereof shall remain in full forceand effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any otherterm or condition of the Agreement or any of the documents referred to therein.

SECTION 3.02. Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes,and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by theparties hereto, any reference to “this Agreement”, “hereof”, “herein”, “hereunder” and words or expressions ofsimilar import shall be deemed a reference to the Agreement as amended hereby.

SECTION 3.03. Governing Law. This Amendment, and all claims or cause of action (whether in contract ortort) that may be based upon, arise out of or relate to this Amendment shall be governed by the internal laws of theState of New York, without giving effect to any choice or conflict of laws provision or rule.

SECTION 3.04. Counterparts. This Amendment may be executed and delivered (including by facsimiletransmission) in two (2) or more counterparts, and by the different parties hereto in separate counterparts, each ofwhich when executed and delivered shall be deemed to be an original but all of which taken together shall constituteone and same agreement.

[Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, Mergerco, the Parents, and the Company have caused this Amendment to beexecuted as of the date first written above by their respective officers thereunto duly authorized.

MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.

By: /s/ Scott Sperling

Name: Scott SperlingTitle: Co-President

PARENTS:

B TRIPLE CROWN FINCO, LLC

By: /s/ John Connaughton

Name: John ConnaughtonTitle: Managing Director

T TRIPLE CROWN FINCO, LLC

By: /s/ Scott Sperling

Name: Scott SperlingTitle: Co-President

COMPANY:

CLEAR CHANNEL COMMUNICATIONS, INC.

By: /s/ Mark P. Mays

Name: Mark P. MaysTitle: Chief Executive Officer

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SUMMARY OF CONTENTS OF

AMENDMENT DISCLOSURE LETTER

to

AMENDMENT NO. 1

dated as of

April 18, 2007

to the

AGREEMENT AND PLAN OF MERGER

dated as of

November 16, 2006

By and among

BT TRIPLE CROWN MERGER CO., INC.,B TRIPLE CROWN FINCO, LLC,T TRIPLE CROWN FINCO, LLC,

and

CLEAR CHANNEL COMMUNICATIONS, INC.

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The following is a summary of the disclosure schedules delivered by Mergerco in connection with AmendmentNo. 1 dated as of April 18, 2007 to the Agreement and Plan of Merger dated as of November 16, 2006 by and amongBT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and Clear ChannelCommunications, Inc. (the “Agreement”). To the extent not defined below, capitalized terms used herein are asdefined in the Agreement. *

Section 5.07(a). Available Funds.

List of executed debt and equity commitment letters.

* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant hereby agrees to furnish supplementally a copy ofthe Amendment Disclosure Letter to Amendment No. 1 to the Agreement and Plan of Merger to the Securitiesand Exchange Commission upon request.

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ANNEX C

AMENDMENT NO. 2TO

AGREEMENT AND PLAN OF MERGER

This Amendment No. 2 (the “Second Amendment”), dated as of May 17, 2007, to the Agreement and Plan ofMerger, dated as of November 16, 2006, as amended on April 18, 2007 (as amended, the “Agreement”), by andamong BT Triple Crown Merger Co., Inc., a Delaware corporation (“Mergerco”), B Triple Crown Finco, LLC, aDelaware limited liability company, T Triple Crown Finco, LLC, a Delaware limited liability company (togetherwith B Triple Crown Finco, LLC, the “Parents”), BT Triple Crown Capital Holdings III, Inc. a Delawarecorporation (“New Holdco”) and Clear Channel Communications, Inc., a Texas corporation (the “Company”).

RECITALS

WHEREAS, Section 8.03 of the Agreement permits the parties, by action by or on behalf of their respectiveboard of directors, to amend the Agreement by an instrument in writing signed on behalf of each of parties; and

WHEREAS, in furtherance of the recapitalization of the Company by Mergerco, the parties have agreed tocertain revised terms and conditions, including a provision which allows each holder of a Public Share (as definedbelow) to elect to receive cash or stock (subject to certain restrictions set forth below) as consideration for theMerger;

WHEREAS, the Affiliated Holders (as defined below) have entered into agreements with the Parents pursuantto which they have agreed to elect the Cash Consideration (as defined below), except in the case of Rollover Shares;

WHEREAS, the parties hereto desire to amend the Agreement as provided herein.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties andcovenants and subject to the conditions herein contained and intending to be legally bound hereby, the parties heretohereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.01. Definitions; References. Unless otherwise specifically defined herein, each capitalized termused but not defined herein shall have the meaning assigned to such term in the Agreement. Each reference to“hereof,” “hereunder,” “hereby,” and “this Agreement” shall, from and after the date of this Second Amendment,refer to the Agreement, as amended by this Second Amendment. Each reference herein to “the date of this SecondAmendment” shall refer to the date set forth above, each reference to the “the date of the First Amendment” shallmean April 18, 2007, and each reference to the “date of this Agreement” or similar references shall refer toNovember 16, 2006.

ARTICLE II.

AMENDMENT TO AGREEMENT

SECTION 2.01. Addition of a New Party. New Holdco shall be added as a party to the Agreement.

SECTION 2.02. Amendment to Third Whereas Clause. The third whereas clause shall be amended by addinga reference to “, New Holdco” after the reference to “Parents”.

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SECTION 2.03. Amendment to Section 2.02. Section 2.02 shall be amended by replacing the phrase “neitherthe Parents nor Mergerco” with “none of the Parents, New Holdco or Mergerco”.

SECTION 2.04. Amendment to Article III of the Agreement. Article III of the Agreement shall be deleted andreplaced in its entirety with the following:

“SECTION 3.01 Effect on Securities. At the Effective Time, by virtue of the Merger and without anyaction on the part of the Company, Mergerco or the holders of any securities of the Company:

(a) Cancellation of Company Securities. Each share of the Company’s common stock, par value$0.10 per share (the “Company Common Stock”), held by the Company as treasury stock or held byMergerco or New Holdco immediately prior to the Effective Time shall automatically be cancelled,retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor orin respect thereof.

(b) Conversion of Company Securities.

(i) Except as otherwise provided in this Agreement, each Public Share issued and outstandingimmediately prior to the Effective Time shall, subject to Section 3.01(c) and Section 3.01(g), becancelled and converted into the right to receive either (A) an amount equal to $39.20 in cash withoutinterest, plus the Additional Per Share Consideration, if any (the “Cash Consideration”) or (B) onevalidly issued, fully paid and non assessable share of the New Holdco Common Stock valued at$39.20 per share based on the cash purchase price to be paid by investors that buy New HoldcoCommon Stock for cash in connection with the Closing, plus the Additional Per Share Consid-eration, if any, payable in cash (the “Stock Consideration”). The Cash Consideration or StockConsideration, as applicable shall be referred to herein as the “Merger Consideration”, which whenused herein shall be deemed to include cash in lieu of the fractional shares of New Holdco CommonStock pursuant to Section 3.01(j); and

(ii) Pursuant to separate agreements entered into between the Parents and each AffiliatedHolder as of the date hereof, each of the Affiliated Holders has agreed, as part of the Merger, toconvert each Public Share held by it, or issuable upon exercise of Company Options and eachRestricted Share held by it, immediately prior to the Effective Time (other than Rollover Shares) intothe Cash Consideration.

(c) Election Procedures. (i) Each Person who is a record holder of Public Share(s) on the ElectionForm Record Date (as defined below) (including each Person other than an Affiliated Holder who is arecord owner of Restricted Shares) and each Person who has made an Irrevocable Option Election (asdefined below) shall be entitled to make an election (the “Elections”), with respect to each Public Shareheld by it as of such time, to receive the Cash Consideration (a “Cash Election”) or with respect to eachPublic Share or Net Electing Option Share held by it as of such time, to receive the Stock Consideration (a“Stock Election”) (each Public Share or Net Electing Option Share for which a valid Stock Election hasbeen made is hereinafter referred to as a “Stock Election Share”). All such Elections shall be made on aform (a “Form of Election”) in compliance with the terms of this Section 3.01(c) and Section 3.01(d).Each holder of record and, if not otherwise a holder of record, each holder of Net Electing Option Shares,shall submit only one Form of Election except that holders of record of Public Share(s) who hold suchPublic Share(s) as nominees, trustees or in other representative capacities (each, a “Shares Represen-tative”) may submit a separate Form of Election on or before the Election Deadline with respect to eachbeneficial owner for whom such Shares Representative holds Public Share(s); provided that suchShares Representative certifies that such Form of Election covers all of the Public Share(s) held bysuch Shares Representative for such beneficial owner whose Public Share(s) are covered by such Form ofElection. For purposes hereof, a holder of Public Shares or Net Electing Option Shares who does not makea valid Election prior to the Election Deadline, including but not limited to any failure to return the Formof Election to the Paying Agent prior to the Election Deadline, any revocation of a Form of Election, orany failure to properly complete the Form of Election, each in accordance with the procedures set forth inthis Section 3.01 shall be deemed (i) to have elected to receive the Cash Consideration for each such

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Public Share and (ii) not to have made a Stock Election with respect to each such Net Electing OptionShare (such that the Company Option(s) related to each such Net Electing Option Share will be treated inaccordance with Section 3.03(a)(i)). New Holdco may, in its sole discretion reject all or any part of aStock Election made by (i) a Non-U.S. Person if New Holdco determines that such rejection would bereasonable in light of the requirements of Article VIII, Section 6 of the Company’s by-laws or Article X ofNew Holdco’s certificate of incorporation, or that such rejection is otherwise advisable to facilitatecompliance with FCC restrictions on foreign ownership, or (ii) made in contravention of an agreemententered into pursuant to Section 3.01(b)(ii). In the event that a Stock Election or portion of a StockElection is rejected pursuant to the preceding sentence, then such a Stock Election or portion of a StockElection shall be deemed of no force and effect and the record holder making such Stock Election shall forpurposes hereof be (i) deemed to have made a Cash Election for each Public Share that is subject to such arejected Stock Election or portion of a Stock Election and (ii) shall be deemed not to have made a StockElection for each Net Electing Option Share that is subject to such a rejected Stock Election (such that theCompany Option(s) related to each such share will be treated in accordance with Section 3.03(a)(i)).

(ii) Each Person (other than an Affiliated Holder) who is a holder of a Company Option on theElection Form Record Date shall be entitled to submit a Form of Election specifying the number ofCompany Options held by such holder, if any, that such Person irrevocably commits to exercise(subject to any requirements with respect to method of exercise imposed by the Company in order tofacilitate the implementation of this Section 3.01 and Section 3.03) immediately prior to theEffective Time (an “Irrevocable Option Election”). All such Irrevocable Option Elections shall bemade on a Form of Election. Any such holder who fails properly to submit a Form of Election withrespect to Company Options on or before the Election Deadline in accordance with the proceduresset forth in this Section 3.01(c) shall be deemed to have failed to make an Irrevocable OptionElection and all of such holder’s Company Stock Options that are not covered by a valid IrrevocableOption Election shall be treated in accordance with Section 3.03(a)(i). The aggregate number ofshares of Company Common Stock subject to an Irrevocable Option Election made pursuant to thisSection 3.01(c)(ii) is referred to as the “Gross Electing Option Shares”, and the “Net ElectingOption Shares” shall mean the aggregate number of shares of Company Common Stock that wouldbe issued in the event the Company Options covering the Gross Electing Option Shares wereexercised on a net share basis (i.e., paying the exercise price of the Company Options using the valueof the shares of Company Common Stock underlying such Company Options) at a price equal to theCash Consideration taking into account the exercise price and any required tax withholding. For theavoidance of doubt, all holders of Net Electing Option Shares must make a Stock Election pursuantto Section 3.01(c) in order to be eligible to receive the Stock Consideration.

(d) Mailing of Form of Election; Election Deadline, Shareholder Notification. Mergerco andNew Holdco shall prepare and direct the Paying Agent to mail a Form of Election, which form shall(i) include a Letter of Transmittal and (ii) be subject to the reasonable approval of the Company, with theProxy Statement/Prospectus to the record holders of Public Share(s) and Company Options as of therecord date for the Shareholders’ Meeting (the “Election Form Record Date”) (by posting the Form ofElection and related materials on the Company’s website or otherwise). To be effective, a Form ofElection must be properly completed and signed by a record owner of Public Shares or Company Options,as the case may be and received by the Paying Agent at its designated office, by 5:00 p.m. New York Citytime on the business day immediately preceding the Shareholders’ Meeting (the “Election Deadline”). Ifthe shareholders approve the Merger, the Paying Agent will coordinate with Mergerco, New Holdco andthe Company to perform the proration and cutback calculations set forth in Section 3.01(g) and relatedacceptance and rejection of Elections as provided in Section 3.01(c) promptly after the Shareholders’Meeting and notify each Public Holder and holder of a Net Electing Option Share whose Form of Electionincluded a Stock Election of the number of Final Stock Election Shares (as defined below) covered bysuch Form of Election that have been accepted (the “Final Stock Election Notice”). Within 30 days ofreceipt of the Final Stock Election Notice accompanied by a Letter of Transmittal, such holder shalldeliver a Letter of Transmittal with respect to the Final Stock Election Shares and the Company Optionstogether with the Final Stock Election Shares and/or Company Options to which such Final Stock

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Election Notice relates in accordance with the instructions and subject to the terms and conditions of theLetter of Transmittal accompanying such notice, including but not limited to (i) for Public Shares held asphysical certificates and for Company Options, the certificates for such Public Shares or CompanyOptions, as applicable, a Letter of Transmittal properly completed and duly executed, any requiredsignature guarantees and any other required documents; and (ii) for Book Entry Shares either a Letter ofTransmittal, properly completed and duly executed, and any required signature guarantees, or a message,transmitted by the official book-entry transfer facility to, and received by, the depositary, which states thatthe book-entry transfer facility has received an express acknowledgment from the holder tendering thePublic Share that such participant has received and agrees to be bound by the terms of the Letter ofTransmittal and that the Parents may enforce such agreement against the holder; or (iii) for Certificates orBook Entry Shares, such form of “guaranteed delivery” that is acceptable to the Paying Agent asdescribed in the instructions to the Letter of Transmittal. The Company will hold the Final Stock ElectionShares (as defined below), the Company Options delivered in accordance with this Section 3.01(d) andthe Letters of Transmittals relating thereto until the earlier of termination of this Agreement or theEffective Time. Any Public Holder or holder of Company Options that does not deliver a Letter ofTransmittal and Final Stock Election Shares or Company Options within 30 days of receipt of the FinalStock Election Notice shall be deemed to have elected to (i) receive the Cash Consideration for each FinalStock Election Share that is not so delivered and/or (ii) have each Company Option that is not so deliveredtreated in accordance with Section 3.03(a)(i) and (iii) the Stock Election or portion of the Stock Electionrelating to such Final Stock Election Shares shall be rejected. In the event that a Stock Election or portionof a Stock Election is rejected pursuant to the preceding sentence, then such a Stock Election or portion ofa Stock Election shall be deemed of no force and effect and the record holder making such Stock Electionshall for purposes hereof be (i) deemed to have made a Cash Election for each Public Share that is subjectto such a rejected Stock Election or such rejected portion of a rejected Stock Election and (ii) shall bedeemed not to have made a Stock Election for such Net Electing Option Share that is subject to such arejected Stock Election or such rejected portion of a rejected Stock Election (such that the CompanyOption(s) related to each such share will be treated in accordance with Section 3.03(a)(i)).

(e) Ability to Revoke Stock Elections. All Stock Elections and Irrevocable Option Elections maybe revoked by the holder at any time prior to the Election Deadline. From and after the Election Deadline,all Stock Elections and Irrevocable Option Elections shall be irrevocable. All Stock Elections andIrrevocable Option Elections shall automatically be revoked if the Paying Agent is notified in writing byParents and the Company that the Merger has been abandoned and this Agreement has been terminated. Ifan Election or Irrevocable Option Election is revoked due to termination of this Agreement, the certificateor certificates (or guarantees of delivery, as appropriate), if any, for the Final Stock Election Shares orCompany Options, as applicable, to which such Form of Election relates shall be promptly returnedwithout charge to the stockholders and option holders submitting the same to the Paying Agent.

(f) Determination of Paying Agent Binding. The determination of the Paying Agent shall bebinding as to whether Forms of Election have been properly made pursuant to Section 3.01(c) andSection 3.01(d) with respect to Public Share(s) of Company Common Stock and Company Options andwhen Elections and Irrevocable Option Elections were received by it. If the Paying Agent determines thatany Form of Election was not properly made with respect to any Public Share(s) or Company Options,such shares shall be treated by the Paying Agent as shares of Company Common Stock or CompanyOptions, as the case may be, for which a Cash Election was made and such shares of Company CommonStock shall be exchanged in the Merger for the Cash Consideration pursuant to Section 3.01(b) and suchCompany Options for which an Irrevocable Option Election was made will be treated in accordance withSection 3.03(a)(i). None of the Company, Parents nor the Paying Agent shall be under any obligation tonotify any person of any defect in a Form of Election submitted to the Paying Agent. The Paying Agentshall also make all computations as to the allocation and the proration contemplated by Section 3.01(g),and any such computation shall be conclusive and binding on the holders of Public Share(s) and CompanyOptions absent manifest error. The Paying Agent may, with the mutual agreement of Parents and theCompany, make such rules as are consistent with this Section 3.01 for the implementation of the

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Elections and Irrevocable Option Elections provided for herein as shall be necessary or desirable fully toeffect such elections.

(g) Proration and Individual Cutbacks. Notwithstanding anything in this Agreement to thecontrary, (x) the maximum aggregate number of Public Shares and Net Electing Option Shares to beconverted into the right to receive New Holdco Common Stock at the Effective Time pursuant to StockElections shall not exceed 30,612,245 (the “Maximum Stock Election Number”) and (y) the parties willuse reasonable efforts to ensure that, upon consummation of the Merger, no holder of Public Shares and/orNet Electing Option Shares will receive shares of New Holdco Common Stock pursuant to a single Formof Election which represent more than 9.9% of the New Holdco Common Stock outstanding as of theEffective Time (the “Individual Cap”). The Stock Election Shares shall be converted into the right toreceive New Holdco Common Stock or to receive Cash Consideration, each in accordance with the termsof Section 3.01(b), in the following manner:

(i) No Proration. If the total number of Stock Election Shares is equal to or less than theMaximum Stock Election Number then, subject to Section 3.01(g)(iii), all such Stock ElectionShares, shall be converted into the right to receive the Stock Consideration from New Holdco inaccordance with the terms of Section 3.01(b) and Section 3.01(c).

(ii) Proration. If the total number of Stock Election Shares exceeds the Maximum StockElection Number then, the Stock Election Shares shall be converted into the right to receive theStock Consideration from New Holdco or the Cash Consideration from the Surviving Corporation,each in accordance with the terms of Section 3.01(b), in the following manner:

(A) A proration factor (the “Proration Factor”) shall be determined by dividing theMaximum Stock Election Number by the total number of Stock Election Shares;

(B) Subject to Section 3.01(g)(iii), with respect to each Form of Election validly sub-mitted and signed by a record holder of Public Shares and/or holder of Company Options, thenumber of Stock Election Shares reflected on such Form of Election shall be converted into theright to receive a number of shares of New Holdco Common Stock (plus the Additional PerShare Consideration, if any, which shall be paid in cash) as is equal to the product of (w) theProration Factor times (y) the total number of Stock Election Shares reflected on such Form ofElection (the result of such calculation the “First Allocation Distributable Shares”). Thedifference between the Stock Election Shares and the First Allocation Distributable Sharesrelating to each Form of Election submitted shall be the “First Prorated Returned Shares”; and

(C) All First Allocation Distributable Shares shall be subject to cutback pursuant toSection 3.01(g)(iii). Subject to Section 3.01(g)(iv) and Section 3.01(g)(vi), all First ProratedReturned Shares shall be converted into the right to receive the Cash Consideration inaccordance with the terms of Section 3.01(b).

(iii) Individual Cutback. In the event that the number of First Allocation Distributable Shares (orStock Election Shares if no proration is required pursuant to Section 3.01(g)(ii)) reflected on anyindividual Form of Election represent more than the Individual Cap (the holder relating to such individualForm of Election, a “Capped Holder”), the number of First Allocation Distributable Shares or StockElection Shares, as applicable, will be cutback to the number of shares representing the Individual Cap(for each Capped Holder, the shares required for such cutback, the “First Individual Cutback Shares”).If there has been a cutback in accordance with this Section 3.01(g)(iii), a number of shares of NewHoldco Common Stock equal to the aggregate number of First Individual Cutback Shares (the “SecondAllocation Shares”) shall be reallocated pro rata to holders of First Prorated Returned Shares reflected onForms of Election which do not constitute Capped Holders (a “Second Allocation Participant”) in asecond allocation in accordance with Section 3.01(g)(iv) (the “Second Allocation”). The number of“First Allocation Stock Election Shares” relating to a holder’s Form of Election shall equal (1) the StockElection Shares reflected on such Form of Election, minus (2) the First Prorated Return Shares (if any)

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determined pursuant to Section 3.01(g)(ii)(B), minus (3) the First Individual Cutback Shares (if any)determined pursuant to Section 3.01(g)(iii).

(iv) Second Allocation. A Second Allocation proration factor (the “Second AllocationProration Factor”) shall be determined by dividing the total number of Second Allocation Sharesby the total number of First Prorated Return Shares. For the avoidance of doubt, if the total number ofSecond Allocation Shares is equal to or greater than the number of First Prorated Return Shares then,subject to Section 3.01(g)(v), a number of shares of New Holdco Common Stock equal to thenumber of First Prorated Return Shares shall be converted into the right to receive the StockConsideration from New Holdco in accordance with the terms of Section 3.01(b) andSection 3.01(c).

(A) Subject to Section 3.01(g)(v), the number of Second Allocation Shares covered byeach Second Allocation Participant’s Form of Election to be converted into Stock Consider-ation, shall be equal to the product of (w) the Second Allocation Proration Factor times (x) thetotal number of Second Allocation Shares covered by such participant’s Form of Election,provided that if such calculation results in a number higher than the First Prorated ReturnShares for any Second Allocation Participant, the excess shares shall be reallocated to theremaining participant(s) pursuant to the above calculation as if they were “Second AllocationShares” (the result of such calculation the “Second Allocation Distributable Shares”). Thetotal of the First Allocation Stock Election Shares and the Second Allocation DistributableShares for each Second Allocation Participant shall be the “Second Prorated Stock ElectionShares”.

(B) All Second Allocation Distributable Shares shall be subject to cutback pursuant toSection 3.01(g)(v).

(v) Second Cutback. In the event that the number of Second Prorated Stock Election Sharesreflected on an individual Form of Election submitted by any Second Allocation Participantrepresents more than the Individual Cap, the number of Second Prorated Stock Election Sharesfor such participant’s Form of Election will be cutback to the number of Shares representing theIndividual Cap (for each such Form of Election, the shares required for such cutback, the “SecondIndividual Cutback Shares”). The “Second Allocation Stock Election Shares” for any SecondAllocation Participant shall be: (1) the difference between the Second Prorated Stock ElectionShares and the Second Individual Cutback Shares if such participant’s Second Allocation is subjectto proration and cutback and (2) the number of Second Prorated Stock Election Shares if suchparticipant’s Second Allocation is subject to proration, but not cutback.

(vi) If, after the Second Allocation, there are still holder(s) who have not been allocated StockConsideration for all of their Stock Election Shares reflected on an individual Form of Electionwhich is not yet subject to the Individual Cap, a number of shares of New Holdco Common Stockequal to the aggregate number of the Second Individual Cutback Shares shall be reallocated pro ratato such holder(s) in a third allocation pursuant to the procedures set out in Section 3.01(g)(iv) andSection 3.01(g)(v) (subject to this Section 3.01(g)(vi)) (with references to “First” replaced with“second” and references to “second” replaced with “third”) and the allocation process will continuein this manner until (x) the Maximum Stock Election Number is reached or (y) the Stock ElectionShares reflected on each Form of Election submitted has reached its Individual Cap.

The number of “Final Stock Election Shares” for each holder shall be: (x) if there is no SecondAllocation, the First Allocation Stock Election Shares; (y) if there is a Second Allocation, but noadditional allocations pursuant to Section 3.01(g)(vi), the Second Allocation Stock Election Shares,and (z) if there is a Second Allocation and additional allocations pursuant to Section 3.01(g)(vi), thesum of (1) the Second Allocation Stock Election Shares and (2) any additional shares allocatedpursuant to Section 3.01(g)(vi).

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The number of “Final Return Shares” for each holder shall be the difference between (1) suchholder’s Stock Election Shares and (2) such Holder’s Final Stock Election Shares.

(vii) All Final Stock Election Shares shall be converted into the right to receive the StockConsideration in accordance with the terms of Section 3.01(b). All Final Return Shares shall beconverted into the right to receive the Cash Consideration in accordance with the terms ofSection 3.01(b).

(viii) Any Stock Election subject to proration or cutback pursuant to Section 3.01(g) shallautomatically be deemed to be revised such that the number of Stock Election Shares in such StockElection reflects the Final Stock Election Shares (a “Final Stock Election”).

(h) Each share of Company Common Stock (including each Net Electing Option Share) to beconverted into the right to receive the Merger Consideration as provided in this Section 3.01 shall beautomatically cancelled at the Effective Time and shall cease to exist and the holders of Certificates orBook-Entry Shares which immediately prior to the Effective Time represented such Company CommonStock shall cease to have any rights with respect to such Company Common Stock other than the right toreceive, upon surrender of each such Certificate or Book-Entry Share in accordance with Section 3.01(b)of this Agreement, the Merger Consideration.

(i) Conversion of Mergerco Capital Stock. At the Effective Time, by virtue of the Merger andwithout any action on the part of the holder thereof, each share of common stock, par value $0.001 pershare, of Mergerco (the “Mergerco Common Stock”) issued and outstanding immediately prior to theEffective Time shall be converted into and become validly issued, fully paid and nonassessable shares ofthe Surviving Corporation (with the relative rights and preferences described in an amendment to theArticles of Incorporation adopted as of the Effective Time as provided in Section 2.4, the “SurvivingCorporation Common Stock”). As of the Effective Time, all such shares of Mergerco Common Stockcancelled in accordance with this Section 3.01(i), when so cancelled, shall no longer be issued andoutstanding and shall automatically cease to exist, and each holder of a certificate representing any suchshares of Mergerco Common Stock shall cease to have any rights with respect thereto, except the right toreceive the shares of Surviving Corporation Common Stock as set forth in this Section 3.01.

(j) No Fractional Shares. Notwithstanding any other provision in this Agreement, no fractionalshares of New Holdco Common Stock shall be issued in the Merger to any holder of Public Shares,Company Options or Rollover Shares as Stock Consideration or to any holder of Public Shares, CompanyOptions or Rollover Shares pursuant to any exchange involving Rollover Shares. Each holder of PublicShares, Company Options or Rollover Shares, as applicable, who otherwise would have been entitled to afraction of a share of New Holdco Common Stock shall receive in lieu thereof cash (without interest) in anamount determined by multiplying the fractional share interest to which such holder would otherwise beentitled by the Cash Consideration. No such holder shall be entitled to dividends, voting rights or anyother rights in respect of any fractional share of New Holdco Common Stock.

(k) Adjustments. Without limiting the other provisions of this Agreement, if at any time during theperiod between the Original Agreement Date and the Effective Time, any change in the number ofoutstanding shares of Company Common Stock shall occur as a result of a reclassification, recapital-ization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares,or any stock dividend or stock distribution with a record date during such period, the Merger Consid-eration as provided in Section 3.01(b) shall be equitably adjusted to reflect such change (including,without limitation, to provide holders of shares of Company Common Stock the same economic effect ascontemplated by this Agreement prior to such transaction); provided that in no event shall the StockConsideration be adjusted in a manner that increases the Maximum Stock Election Number.

SECTION 3.02 Exchange of Certificates.

(a) Designation of Paying Agent; Deposit of Exchange Fund. Prior to the Effective Time, New Holdcoand Mergerco shall designate a paying agent and exchange agent (the “Paying Agent”) reasonably acceptableto the Company for the payment of the Merger Consideration as provided in Section 3.01(b)and

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Section 3.01(g). On the Closing Date, promptly following the Effective Time, the Surviving Corporation andNew Holdco shall (i) deposit, or cause to be deposited with the Paying Agent for the benefit of holders of CashConsideration Shares, cash amounts in immediately available funds constituting an amount equal to theaggregate amount of the Cash Consideration, (ii) deposit or cause to be deposited with the Paying Agent for thebenefit of holders of Stock Consideration Shares certificates representing New Holdco Common Stock in anamount equal to the aggregate amount of Stock Consideration (including the cash portion of the StockConsideration, if any), (iii) deposit or cause to be deposited with the Paying Agent for the benefit of thoseentitled thereto cash in an amount sufficient to fund cash payments in lieu of any fractional shares pursuant toSection 3.01(j), and (iv) deposit, or cause to be deposited with the Paying Agent the Total Option CashPayments (together, the “Aggregate Merger Consideration”) (exclusive of any amounts in respect ofDissenting Shares, the Rollover Shares and Company Common Stock to be cancelled pursuant toSection 3.01(a) (such amount as deposited with the Paying Agent, the “Exchange Fund”). In the eventthe Exchange Fund shall be insufficient to make the payments contemplated by Section 3.01(b),Section 3.01(g), Section 3.01(j), and Section 3.03, the Surviving Corporation and New Holdco shall promptlydeposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is equal to thedeficiency in the amount required to make such payment; provided that in no event shall the SurvivingCorporation or New Holdco be required to contribute shares of New Holdco Common Stock to the ExchangeFund in an amount in excess of the Maximum Stock Election Number. The Paying Agent shall cause theExchange Fund to be (A) held for the benefit of the holders of Company Common Stock and CompanyOptions, and (B) applied promptly to making the payments pursuant to Section 3.02(b), Section 3.01(g),Section 3.01(j), and Section 3.03 hereof. The Exchange Fund shall not be used for any purpose that is notexpressly provided for in this Agreement.

(b) Letter of Transmittal. As promptly as practicable following the Effective Time and in any event notlater than the second business day after the Effective Time, the Surviving Corporation and New Holdco shallcause the Paying Agent to mail (and to make available for collection by hand) (i) to each holder of record of aCertificate or Book-Entry Share not previously submitted to the Paying Agent accompanied by a valid Letterof Transmittal, a Letter of Transmittal and accompanying instructions for use in effecting the surrender of theCertificates or Book-Entry Shares and (ii) to each holder of a Company Option, other than Net Electing OptionShares, a check in an amount due and payable to such holder pursuant to Section 3.03 hereof in respect of suchCompany Option. If any Letter of Transmittal submitted to the Paying Agent provides that payment of theMerger Consideration is made to a person other than the person in whose name the surrendered Certificate isregistered or Company Option is held of record, it shall be a condition of payment that (i) the Certificate sosurrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the personrequesting such payment shall have paid any transfer and other Taxes required by reason of the payment of theapplicable portion of the Merger Consideration to a person other than the registered holder of such Certificatesurrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Taxeither has been paid or is not applicable. Until surrendered as contemplated by Section 3.01(d) or thisSection 3.02, each Certificate, Book-Entry Share or option certificate, as applicable, shall be deemed at anytime after the Effective Time to represent only the right to receive the applicable portion of the AggregateMerger Consideration or Option Cash Payment, as applicable, in cash as contemplated by this Section 3.02 orSection 3.03 without interest thereon.

(c) Surrender of Shares. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent, together with a Letter of Transmittal duly completed andvalidly executed in accordance with the instructions thereto, and such other documents as may be requiredpursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive inexchange therefor the Merger Consideration for each share of Company Common Stock formerly representedby such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected bythe surrendering holder) within twenty (20) business days following the later to occur of (i) the Effective Time;or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share,and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwithcancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-EntryShares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect

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an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accruedfor the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration (or the cashpursuant to Section 3.02(b)) payable upon the surrender of the Certificates or Book-Entry Shares.

(d) Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed tothe holders of the Certificates, Book-Entry Shares or Company Options for twelve (12) months after theEffective Time shall be delivered to (i) if cash, the Surviving Corporation or (ii) if shares of New HoldcoCommon Stock, New Holdco, in each case, upon demand, and any such holders prior to the Merger who havenot theretofore complied with this Section 3.02(d) shall thereafter look only to the Surviving Corporation, asgeneral creditors thereof for payment of their claim for cash, without interest, to which such holders may beentitled. If any Certificates or Book-Entry Shares shall not have been surrendered prior to one (1) year after theEffective Time (or immediately prior to such earlier date on which any cash in respect of such Certificate orBook-Entry Share would otherwise escheat to or become the property of any Governmental Authority), anysuch cash in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable Law,become the property of the Surviving Corporation, subject to any and all claims or interest of any personpreviously entitled thereto.

(e) No Liability. None of the Parents, Mergerco, New Holdco, the Company, the Surviving Corporationor the Paying Agent shall be liable to any person in respect of any cash held in the Exchange Fund delivered to apublic official pursuant to any applicable abandoned property, escheat or similar Law.

(f) Investment of Exchange Fund. The Paying Agent shall invest any cash included in the ExchangeFund as directed by the Parents or, after the Effective Time, the Surviving Corporation; provided that (i) nosuch investment shall relieve the Surviving Corporation or the Paying Agent from making the paymentsrequired by this Section 3.02(f), and following any losses the Surviving Corporation shall promptly provideadditional funds to the Paying Agent for the benefit of the holders of Company Common Stock and CompanyOptions in the amount of such losses; and (ii) such investments shall be in short-term obligations of the UnitedStates of America with maturities of no more than thirty (30) days or guaranteed by the United States ofAmerica and backed by the full faith and credit of the United States of America or in commercial paperobligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation,respectively. Any interest or income produced by such investments will be payable to the SurvivingCorporation or Mergerco, as directed by Mergerco.

SECTION 3.03 Stock Options and Other Awards

(a) Company Options. As of the Effective Time, except as otherwise agreed by the Parents, NewHoldco and a holder of Company Options with respect to such holder’s Company Options:

(i) each Company Option (other than Company Options subject to a valid Irrevocable OptionElection), whether vested or unvested, shall, by virtue of the Merger and without any action on the part ofany holder of any such Company Option, become fully vested and converted into the right at the EffectiveTime to receive, as promptly as practicable following the Effective Time, a cash payment (less applicablewithholding taxes and without interest) with respect thereto calculated as follows: the product of (a) theexcess, if any, of the Cash Consideration over the exercise price per share of such Company Optionmultiplied by (b) the number of shares of Company Common Stock issuable upon exercise of such Option(the “Option Cash Payment” and the sum of all such payments, the “Total Option Cash Payment”). ; and

(ii) each Company Option which is subject to a valid Irrevocable Option Election, subject toSection 3.01(c) and Section 3.01(g), shall be converted into Merger Consideration in accordance withSection 3.01(b).

In the event that the exercise price of any Company Option is equal to or greater than the CashConsideration such Company Option shall be cancelled without payment therefor and have no further force oreffect. Except for the Company Options set forth in Section 3.03(a) of the Company Disclosure Schedule, as ofthe Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist,and each holder of a Company Option shall cease to have any rights with respect thereto, except the right toreceive the Option Cash Payment. Prior to the Effective Time, the Company shall take any and all actions

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reasonably necessary to effectuate this Section 3.03(a), including, without limitation, providing holders ofCompany Options with notice of their rights with respect to any such Company Options as provided herein.

(b) Other Awards. As of the Effective Time, except as otherwise agreed by the Parents and a holder ofRestricted Shares with respect to such holder’s Restricted Shares, each share outstanding immediately prior tothe Effective Time subject to vesting or other lapse restrictions pursuant to any Company Option Plan or anapplicable restricted stock agreement (each, a “Restricted Share”) which is outstanding immediately prior tothe Effective Time shall vest and become free of restriction as of the Effective Time and shall, as of theEffective Time, be cancelled and converted into the right to receive the Cash Consideration or the StockConsideration, in accordance with Section 3.01(b).

(c) Amendments to and Termination of Plans. Prior to the Effective Time, the Company shall use itsreasonable best efforts to make any amendments to the terms of the Company Option Plans and to obtain anyconsents from holders of Company Options and Restricted Shares that, in each case, are necessary to giveeffect to the transactions contemplated by Section 3.03(a) and Section 3.03(b). Without limiting the foregoingthe Company shall use its reasonable best efforts to ensure that the Company will not at the Effective Time bebound by any options, stock appreciation rights, warrants or other rights or agreements which would entitle anyperson, other than the holders of the capital stock (or equivalents thereof) of the Parents, Mergerco, NewHoldco and their respective subsidiaries, to own any capital stock of the Surviving Corporation or New Holdcoor to receive any payment in respect thereof. In furtherance of the foregoing, and subject to applicable Law andagreements existing between the Company and the applicable person, the Company shall explicitly conditionany new awards or grants to any person under its Company Option Plans, annual bonus plans and otherincentive plans upon such person’s consent to the amendments described in this Section 3.03(c) and, to thefullest extent permitted by applicable Law, shall withhold payment of the Cash Consideration to or requirepayment of the exercise price for all Company Options by any holder of a Company Option as to which theCash Consideration exceeds the amount of the exercise price per share under such option unless such holderconsents to all of the amendments described in this Section 3.03(c). Prior to the Effective Time, the Companyshall take all actions necessary to terminate all Company Stock Plans, such termination to be effective at orbefore the Effective Time.

(d) Employee Stock Purchase Plan. The Board of Directors of the Company shall terminate allpurchases of stock under the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”)effective as of the day immediately after the end of the month next following the Original Agreement Date, andno additional offering periods shall commence under the Company ESPP after the Original Agreement Date.The Company shall terminate the Company ESPP in its entirety immediately prior to the Closing Date, and allshares held under such plan, other than Rollover Shares, shall be delivered to the participants and shall, as ofthe Effective Time, be cancelled and converted into the right to receive the Cash Consideration or the StockConsideration, in accordance with Section 3.01(b).

SECTION 3.04 Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon themaking of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, ifrequired by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as theSurviving Corporation may direct, as indemnity against any claim that may be made against it with respect tosuch Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate theMerger Consideration to which the holder thereof is entitled pursuant to this Article III.

SECTION 3.05 Dissenting Shares. Notwithstanding Section 3.01(b) hereof, to the extent that holdersthereof are entitled to appraisal rights under Article 5.12 of the TBCA, shares of Company Common Stockissued and outstanding immediately prior to the Effective Time and held by a holder who has properlyexercised and perfected his or her demand for appraisal rights under Article 5.12 of the TBCA (the “DissentingShares”), shall not be converted into the right to receive the Merger Consideration, but the holders of suchDissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Article 5.12of the TBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall ceaseto have any rights with respect thereto, except the right to receive such consideration as shall be determinedpursuant to Article 5.12 of the TBCA); provided, however, that if any such holder shall have failed to perfect

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or shall have effectively withdrawn or lost his or her right to appraisal and payment under the TBCA, suchholder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of theEffective Time into the right to receive the Cash Consideration without any interest thereon and such sharesshall not be deemed to be Stock Election Shares or Dissenting Shares. Any payments required to be made withrespect to the Dissenting Shares shall be made by the Surviving Corporation (and not the Company, Mergerco,New Holdco or either Parent) and the Aggregate Merger Consideration shall be reduced, on a dollar for dollarbasis, as if the holder of such Dissenting Shares had not been a shareholder on the Closing Date. The Companyshall give the Parents notice of all demands for appraisal and the Parents shall have the right to participate in allnegotiations and proceedings with respect to all holders of Dissenting Shares. The Company shall not, exceptwith the prior written consent of the Parents, voluntarily make any payment with respect to, or settle or offer tosettle, any demand for payment from any holder of Dissenting Shares.

SECTION 3.06 Transfers; No Further Ownership Rights. After the Effective Time, there shall be noregistration of transfers on the stock transfer books of the Company of shares of Company Common Stock thatwere outstanding immediately prior to the Effective Time. If Certificates are presented to the SurvivingCorporation for transfer following the Effective Time, they shall be cancelled against delivery of the MergerConsideration, as provided for in Section 3.01(b) hereof, for each share of Company Common Stock formerlyrepresented by such Certificates.

SECTION 3.07 Withholding. Each of the Paying Agent, the Company, Mergerco, New Holdco and theSurviving Corporation shall be entitled to deduct and withhold from payments otherwise payable pursuant tothis Agreement any amounts as they are respectively required to deduct and withhold with respect to themaking of such payment under the Code and the rules and regulations promulgated thereunder, or anyprovision of state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld amountsshall be treated for all purposes of this Agreement as having been paid to the person in respect of which suchdeduction and withholding was made.

SECTION 3.08 Rollover by Shareholders. At the Effective Time, each Rollover Share issued andoutstanding immediately before the Effective Time shall be cancelled and be converted into and become thenumber of validly issued shares of equity securities of New Holdco calculated in accordance with Section 3.08of the Second Amended Disclosure Letter (which shall be identical to Section 3.08 of the Mergerco DisclosureSchedule except that the Rollover Shares shall be converted into shares of New Holdco). As of the EffectiveTime, all such Rollover Shares when so cancelled, shall no longer be issued and outstanding and shallautomatically cease to exist, and each holder of a certificate representing any such Rollover Shares shall ceaseto have any rights with respect thereto, except the right to receive the shares of equity securities of New Holdcoas set forth in this Section 3.08.

SECTION 3.09 Additional Per Share Consideration.

(a) No later than ten (10) business days before the Closing Date, if the Closing Date shall occur after theAdditional Consideration Date, the Company shall prepare and deliver to the Parents a good faith estimate ofAdditional Per Share Consideration, together with reasonably detailed supporting information (the “EstimatedAdditional Per Share Consideration”).

(b) Before and after the delivery of the Estimated Additional Per Share Consideration statement, theCompany shall provide the Parents reasonable access to the records and employees of the Company and itssubsidiaries, and the Company shall, and shall cause the employees of the Company and its subsidiaries to,(i) cooperate in all reasonable respects with the Parents in connection with the Parents’ review of the EstimatedAdditional Per Share Consideration statement and (ii) provide the Parents with access to accounting records,supporting schedules and relevant information relating to the Company’s preparation of the EstimatedAdditional Per Share Consideration statement and calculation of Estimated Additional Per Share Consider-ation as the Parents shall reasonably request and that are available to the Company or its affiliates. Within five(5) business days after delivery of the Estimated Additional Per Share Consideration statement to the Parents,the Parents may notify the Company that they disagree with the Estimated Additional Per Share Considerationstatement. Such notice shall set forth, to the extent practicable, in reasonable detail the particulars of suchdisagreement. If the Parents do not provide a notice of disagreement within such five (5) business day period,

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then the Parents shall be deemed to have accepted the calculations and the amounts set forth in the EstimatedAdditional Per Share Consideration statement delivered by the Company, which shall then be final, bindingand conclusive for all purposes hereunder. If any notice of disagreement is timely provided in accordance withthis Section 3.09(b), then the Company and the Parents shall each use commercially reasonable efforts for aperiod of one (1) business day thereafter (the “Estimated Additional Per Share Consideration ResolutionPeriod”) to resolve any disagreements with respect to the calculations in the Estimated Additional Per ShareConsideration statement.

(c) If, at the end of the Estimated Additional Per Share Consideration Resolution Period, the Companyand the Parents are unable to resolve any disagreements as to items in the Estimated Additional Per ShareConsideration statement, then KPMG, LLP (New York Office) (or such other independent accounting firm ofrecognized national standing in the United States as may be mutually selected by the Company and theParents) shall resolve any remaining disagreements. If neither KPMG, LLP (New York Office) nor any suchmutually selected accounting firm is willing and able to serve in such capacity, then the Parents shall deliver tothe Company a list of three other accounting firms of recognized national or international standing and theCompany shall select one of such three accounting firms (such firm as is ultimately selected pursuant to theaforementioned procedures being the “Accountant”). The Accountant shall be charged with determining aspromptly as practicable, whether the Estimated Additional Per Share Consideration as set forth in theEstimated Additional Per Share Consideration statement was prepared in accordance with this Agreement and(only with respect to the disagreements as to the items set forth in the notice of disagreement and submitted tothe Accountant) whether and to what extent, if any, the Estimated Additional Per Share Consideration requiresadjustment.

(d) The Accountant shall allocate its costs and expenses between the Parents (on behalf of Mergerco) andthe Company based upon the percentage of the contested amount submitted to the Accountant that is ultimatelyawarded to the Company, on the one hand, or the Parents, on the other hand, such that the Company bears apercentage of such costs and expenses equal to the percentage of the contested amount awarded to the Parents(such portion of such costs and expenses, the “Company Accountant Expense”) and the Parents (on behalf ofMergerco) bear a percentage of such costs and expenses equal to the percentage of the contested amountawarded to the Company. The determination of the Accountant shall be final, binding and conclusive for allpurposes hereunder.

(e) In order to permit the parties to prepare for an orderly Closing, the Company will deliver monthlyreports calculating the previous month’s Operating Cash Flow on or before the 20th day of each month startingJanuary 20, 2007 (with respect to performance during December 2006) and will provide the Parents withaccess to accounting records, supporting schedules and relevant information relating to the Company’spreparation thereof as the Parents shall reasonably request and that are available to the Company or itsaffiliates.”

SECTION 2.05. Amendment to Introductory Paragraph of Article IV. The introductory paragraph ofArticle IV shall be amended by adding a reference to , “New Holdco” after the reference to “Mergerco” in thefinal line.

SECTION 2.06. Amendment to Section 4.04(a). Section 4.04(a) shall be amended by adding a reference to “,New Holdco” after the reference to “Mergerco” in the third sentence.

SECTION 2.07. Amendment to Section 4.04(b). Section 4.04(b) shall be amended by adding a reference to“and Form S-4” after the reference to “Proxy Statement”.

SECTION 2.08. Amendment to Section 4.12. Section 4.12 shall be deleted and replaced in its entirety with thefollowing:

“SECTION 4.12 Information Supplied. None of the information supplied by the Company for inclusionin or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by NewHoldco in connection with the issuance of the New Holdco Common Stock as part of the Merger Consideration(such registration statement on Form S-4, as amended or supplemented, the “Form S-4”) will, at the time theForm S-4 is filed with the SEC and at any time it is amended or supplemented or at the time it becomes

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effective under the Securities Act contain any untrue statement of a material fact or omit to state any materialfact required to be stated therein or necessary in order to make the statements therein in light of thecircumstances under which they were made, not misleading and (ii) the Proxy Statement and any otherdocument filed with the SEC by the Company in connection with the Merger (and any amendment thereof orsupplement thereto) (collectively, the Form S-4, the Proxy Statement and such filings, the “SEC Filings”), atthe date first mailed to the shareholders of the Company, at the time of the Shareholders’ Meeting, at the timefiled with the SEC (or at the time amended or supplemented), as the case may be, will not contain any untruestatement of a material fact or omit to state any material fact required to be stated therein or necessary in orderto make the statements therein, in light of the circumstances under which they are made, not misleading;provided, however, that no representation is made by the Company with respect to statements made thereinbased on information supplied in writing by the Parents specifically for inclusion in such documents. The SECFilings made by the Company will comply in all material respects with the provisions of the Exchange Act.”

SECTION 2.09. Amendment to Section 4.18. Section 4.18 shall be amended by adding a reference to,“New Holdco” after the reference to “Mergerco” in the second sentence.

SECTION 2.10. Additional Representations and Warranties of the Company. The Company hereby repre-sents and warrants to Mergerco, New Holdco and the Parents as follows:

(a) Authority Relative to Second Amendment. The Company has all necessary corporate power andauthority to execute and deliver this Second Amendment, to perform its obligations hereunder. The executionand delivery of this Second Amendment by the Company have been duly and validly authorized by allnecessary corporate action, and no other corporate proceedings on the part of the Company are necessary toauthorize the execution and delivery of this Second Amendment. This Second Amendment has been duly andvalidly executed and delivered by the Company and, assuming the due authorization, execution and delivery byMergerco, New Holdco and the Parents, this Second Amendment constitutes a legal, valid and bindingobligation of the Company, enforceable against the Company in accordance with its terms (except as suchenforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium andother similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitableprinciples).

(b) Additional Representations. Each of the representations and warranties contained inSection 4.04(b)(ii) and Section 4.04(b)(iii) is true and accurate as if made anew as of the date of this SecondAmendment (except that it is acknowledged and agreed that the Board of Directors does not, and will not,make any recommendation to the Company’s stockholders with respect to the Stock Election or the StockConsideration).

(c) Opinion of Financial Advisors. The Board of Directors of the Company has received an opinion ofGoldman, Sachs & Co. to the effect that, as of the date of such opinion and based upon and subject to thelimitations, qualifications and assumptions set forth therein, the Cash Consideration as provided inSection 3.01(b) of the Agreement, after giving effect to this Second Amendment, payable to holders ofPublic Shares (other than Public Shares held by affiliates of the Company), is fair from a financial point of viewto such holders. The Company shall deliver an executed copy of the written opinion received from Goldman,Sachs & Co. to the Parents promptly upon receipt thereof.

SECTION 2.11. Amendments to introductory paragraph of Article V. The introductory paragraph of Article Vshall be deleted and replaced in its entirety with the following:

“Except as disclosed in the separate disclosure schedule which has been delivered by the Parents to theCompany prior to the execution of this Agreement (the “Mergerco Disclosure Schedule” or, with respect toNew Holdco the “Second Amendment Disclosure Letter”) (provided that any information set forth in oneSection of the Mergerco Disclosure Schedule or Second Amendment Disclosure Letter will be deemed toapply to each other Section or subsection of this Agreement to the extent such disclosure is made in a way as tomake its relevance to such other Section or subsection readily apparent), the Parents, New Holdco andMergerco hereby jointly and severally represent and warrant to the Company as follows:”

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SECTION 2.12. Amendment to Section 5.01. The following provisions shall be added to the end ofSection 5.01.

“New Holdco is a corporation duly organized, validly existing and in good standing under the laws of itsjurisdiction of organization and it has the requisite corporate power and authority and all necessary govern-mental approvals to own, lease and operate its business as it is now being conducted, except where the failure tohave such governmental approvals would not have, individually or in the aggregate, a New Holdco MaterialAdverse Effect. New Holdco is qualified or licensed as a foreign corporation to do business, and, if applicable,is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it orthe nature of its business makes such qualification or licensing necessary, except for such failures to be soqualified or licensed and in good standing that would not have, individually or in the aggregate, a New HoldcoMaterial Adverse Effect.”

SECTION 2.13. Amendment to Section 5.02. The current Section 5.02 shall be numbered subsection (a) andthe following provisions shall be added as a new subsection (b):

“Included as Section 5.02 of the Second Amendment Disclosure Letter is a complete and correct copy ofthe certificate of incorporation and the bylaws (or equivalent organizational documents) each as amended todate, of New Holdco (collectively, the “New Holdco Organizational Documents”). The New HoldcoOrganizational Documents shall be in full force and effect at or prior to the Effective Time. Neither NewHoldco, nor to the knowledge of the Parents the other parties thereto, shall be in violation of any provision ofthe New Holdco Organizational Documents, as applicable, at any time after the New Holdco OrganizationalDocuments become effective, and prior to the Effective Time, except as would not have, individually or in theaggregate, a New Holdco Material Adverse Effect.”

SECTION 2.14. Amendment of Section 5.04. Section 5.04 shall be amended by adding a reference to “, NewHoldco” after each reference to “Parents” other than the third reference, a reference to “or New Holdco” shall beadded after the third reference to “Mergerco”.

SECTION 2.15. Amendment of Section 5.06. Section 5.06 shall be amended by adding a reference to “, NewHoldco” after the second reference to “Parents”.

SECTION 2.16. Amendment of Section 5.07. Section 5.07 of the Agreement is amended and restated in itsentirety to read as follows:

“SECTION 5.07 Available Funds.

(a) Section 5.07(a) of Second Amendment Disclosure Letter sets forth true, accurate and completecopies, as of the date of this Second Amendment, of executed commitment letters from the parties listed inSection 5.07(a) of the Second Amendment Disclosure Letter dated as of the date this Second Amendment (asthe same may be amended, modified, supplemented, restated, superseded and replaced in accordance withSection 6.13(a), collectively, the “Debt Commitment Letters”), pursuant to which, and subject to the terms andconditions thereof, the lender parties thereto have committed to lend the amounts set forth therein for thepurpose of funding the transactions contemplated by this Agreement (the “Debt Financing”). Section 5.07(a)of the Second Amendment Disclosure Letter sets forth true, accurate and complete copies, as of the date of thisSecond Amendment, of executed commitment letters (collectively, the “Equity Commitment Letters” andtogether with the Debt Commitment Letters, the “Financing Commitments”) pursuant to which the investorslisted in Section 5.07(a) of the Second Amendment Disclosure Letter (the “Investors”) have committed toinvest the cash amounts set forth therein subject to the terms therein (the “Equity Financing” and togetherwith the Debt Financing, the “Financing”).

(b) As of the date of this Second Amendment, the Financing Commitments are in full force and effect andhave not been withdrawn or terminated or otherwise amended or modified in any respect. As of the date of thisSecond Amendment, each of the Financing Commitments, in the form so delivered, is in full force and effectand is a legal, valid and binding obligation of the Parents, Mergerco and New Holdco, as applicable, and to theParents’ and Mergerco’s knowledge, the other parties thereto. Except as set forth in the Financing Commit-ments, there are no (i) conditions precedent to the respective obligations of the Investors to fund the full

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amount of the Equity Financing; (ii) conditions precedent to the respective obligations of the lenders specifiedin the Debt Commitment Letter to fund the full amount of the Debt Financing; or (iii) contractual contin-gencies under any agreements, side letters or arrangements relating to the Financing Commitments to whicheither Parent, New Holdco, Mergerco or any of their respective affiliates is a party that would permit thelenders specified in the Debt Commitment Letters or the Investors providing the Equity Commitment Lettersto reduce the total amount of the Financing (other than retranching, reallocating or replacing the DebtFinancing in a manner that does not reduce the aggregate amount of the Debt Financing), or that wouldmaterially affect the availability of the Debt Financing or the Equity Financing. As of the date of this SecondAmendment, (A) no event has occurred which, with or without notice, lapse of time or both, would constitute adefault or breach on the part of the Parents, New Holdco or Mergerco under any term or condition of theFinancing Commitments, and (B) subject to the accuracy of the representations and warranties of the Companyset forth in Article II hereof, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02hereof, the Parents, New Holdco and Mergerco have no reason to believe that Mergerco or New Holdco will beunable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in theFinancing Commitments. Each of the Parents, New Holdco and Mergerco have fully paid any and allcommitment fees or other fees required by the Financing Commitments to be paid by it on or before the date ofthis Second Amendment. Subject to the terms and conditions of this Agreement and as of the date of thisSecond Amendment, assuming the funding of the Financing in accordance with the terms and conditions of theFinancing Commitments, the aggregate proceeds from the Financing constitute all of the financing required tobe provided by Mergerco and New Holdco for the consummation of the transactions contemplated hereby, andare sufficient for the satisfaction of all of the Parents’, New Holdco’s and Mergerco’s obligations under thisAgreement, including the payment of the Aggregate Merger Consideration and the payment of all associatedcosts and expenses (including any refinancing of indebtedness of Mergerco or the Company required inconnection therewith).

(c) From and after the date hereof, Mergerco, New Holdco, the Parents, any Investor and their respectiveaffiliates shall not enter into any discussions, negotiations, arrangements, understanding or agreements withrespect to the Equity Financing with those persons identified on Section 5.07(c) of the Company DisclosureSchedule.”

SECTION 2.17. Amendment to Section 5.09. Section 5.09 shall be deleted and replaced in its entirety with thefollowing:

“SECTION 5.09 Capitalization of Mergerco and New Holdco. As of the Closing Date and immediatelyprior to Effective Time and the exchange of Rollover Shares contemplated by Section 3.08, (i) the capital stockof Mergerco (the “Mergerco Shares”) then outstanding will be wholly owned, directly or indirectly, by NewHoldco, (ii) the capital stock of each New Holdco subsidiary, other than Mergerco (the “New HoldcoSubsidiaries” and the “New Holdco Subsidiaries Shares”) then outstanding will be wholly owned, directly orindirectly, by New Holdco and (iii) the capital stock of New Holdco (the “New Holdco Shares”) thenoutstanding (which would exclude shares to be issued as Stock Consideration and Rollover Shares) will beheld by the persons listed on Section 5.09 of the Second Amendment Disclosure Letter (or persons to whomsuch persons have assigned some or all of their right to purchase New Holdco Shares in compliance with theprovisions of this Agreement) (each such Investor, a “New Equity Investor” and each such New EquityInvestor’s equity commitment letter, a “New Equity Commitment Letter”). All New Holdco Shares issued ator in connection with the Closing will have rights, preferences and privileges identical to, and pari passu with,the New Holdco Common Stock issued as Stock Consideration except that shares issued as Stock Consid-eration will be entitled to one vote per share and shares not issued as Stock Consideration may differ withrespect to voting rights per share so long as the aggregate voting rights of all such shares do not exceed theaggregate number of such shares. Each share of New Holdco Common Stock to be issued as part of the StockConsideration will be duly authorized, validly issued, fully paid and non assessable and not subject topreemptive rights. Other than as set forth on Section 5.09 of the Second Amendment Disclosure Letter, as ofthe date hereof, no person who holds shares of record or beneficially has an Attributable Interest in Mergerco,New Holdco Subsidiaries or New Holdco. Except for this Agreement and as provided in this Agreement, theEquity Commitment Letters or the New Equity Commitment Letters, if any: (i) there are no outstanding

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options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible orexchangeable securities, or other commitments, contingent or otherwise, relating to the Mergerco Shares orany capital stock equivalent or other nominal interest in Mergerco (the “Mergerco Equity Interests”), or theNew Holdco Subsidiaries Shares or any capital stock equivalent or other nominal interest in New HoldcoSubsidiaries (the “New Holdco Subsidiaries Equity Interests”) or the New Holdco Shares or any capital stockequivalent or other nominal interest in New Holdco (the “New Holdco Equity Interests”), pursuant to whichMergerco, any New Holdco Subsidiary or New Holdco, as applicable, is or may become obligated to issueshares of its capital stock or other equity interests or any securities convertible into or exchangeable for, orevidencing the right to subscribe for any Mergerco Equity Interests, New Holdco Subsidiaries Equity Interestsor New Holdco Equity Interests, as applicable; and (ii) there are no contracts or commitments to whichMergerco, any New Holdco Subsidiary or New Holdco is a party relating to the sale or transfer of any equitysecurities or other securities of Mergerco, New Holdco Subsidiaries or New Holdco. Mergerco, New HoldcoSubsidiaries and New Holdco were formed solely for the purpose of engaging in the transactions contemplatedhereby, and Mergerco, New Holdco Subsidiaries and New Holdco have not conducted any business prior to thedate hereof and have no, and prior to the Effective Time will have no, assets, liabilities or obligations of anynature other than those incident to its formation and pursuant to this Agreement and the Merger and the othertransactions contemplated by this Agreement. Assuming for purposes of this representation that a number ofshares equal to the Maximum Stock Election Number is issued as Stock Consideration pursuant toSection 3.01(b), immediately after the Effective Time the Maximum Stock Election Number will representapproximately 30% of the issued and outstanding common stock of New Holdco. Immediately after theEffective Time, zero shares of New Holdco preferred stock will be outstanding.”

SECTION 2.18. Amendment to Section 5.10. The current Section 5.10 shall be amended by adding “or NewHoldco’s Expenses” after the reference to “Mergerco’s Expenses”.

SECTION 2.19. Amendment to Section 5.11. Section 5.11 shall be deleted and replaced in its entirety with thefollowing:

“SECTION 5.11 Information Supplied. None of the information supplied or to be supplied by theParents, Mergerco or New Holdco for inclusion or incorporation by reference in the Proxy Statement will, atthe date it is first mailed to the shareholders of the Company and at the time of the Shareholders’ Meeting,contain any untrue statement of a material fact or omit to state any material fact required to be stated therein ornecessary in order to make the statements therein, in light of the circumstances under which they are made, notmisleading. None of the information supplied or to be supplied by Parents, Mergerco or New Holdco forinclusion or incorporation by reference in the Form S-4 will, at the time it is filed with the SEC, and at any timeit is amended or supplemented, or at the date it becomes effective under the Securities Act contain any untruestatement of a material fact or omit to state any material fact required to be stated therein or necessary in orderto make the statements therein, in light of the circumstances under which they are made, not misleading;provided, however, that no representation is made by Parents with respect to statements made therein based oninformation supplied in writing by the Company specifically for inclusion in such documents. The SEC Filingsmade by Parents will comply in all material respects with the provisions of the Exchange Act.”

SECTION 2.20. Amendment to Section 5.12. Section 5.12 shall be amended by adding a reference to “, NewHoldco’s” after the first reference to “Parents” and a reference to “and New Holdco” after the reference to “theSurviving Corporation”.

SECTION 2.21. Amendment to Section 5.13. Section 5.13 shall be amended by adding a reference to “, NewHoldco” after the first, third and fourth references to “Mergerco” and “or New Holdco” after the second reference toMergerco.

SECTION 2.22. Additional Representations and Warranties of Parents, Mergerco and New Holdco. TheParents, Mergerco and New Holdco hereby jointly and severally represent and warrant to the Company as follows:

(a) Authority Relative to Second Amendment. The Parents, Mergerco and New Holdco have allnecessary power and authority to execute and deliver this Second Amendment, to perform their respectiveobligations hereunder. The execution and delivery of this Second Amendment by the Parents, Mergerco and

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New Holdco have been duly and validly authorized by all necessary limited liability company action on thepart of the Parents and all corporate action of Mergerco and New Holdco, and no other corporate proceedingson the part of the Parents, Mergerco or New Holdco are necessary to authorize the execution and delivery ofthis Second Amendment. This Second Amendment has been duly and validly executed and delivered by theParents, Mergerco and New Holdco and, assuming the due authorization, execution and delivery by theCompany, this Second Amendment constitutes a legal, valid and binding obligation of the Parents, Mergercoand New Holdco, enforceable against the Parents, Mergerco and New Holdco in accordance with its terms(except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and togeneral equitable principles).

SECTION 2.23. Amendment to Section 6.01 of the Agreement. The introductory paragraph of Section 6.01 isamended by adding a reference to “, New Holdco” after the first reference to “Parents” in the final clause.

SECTION 2.24. Amendment to Section 6.01(f) of the Agreement. Section 6.01(f)(iv)(z) is amended bydeleting the words, “date hereof” and replacing them with the words, “date of the Amendment” and adding areference to “, Mergerco or New Holdco” after the reference to Parents.

SECTION 2.25. Amendment to Section 6.03(a).

(a) The following sentence shall be added as the second sentence to Section 6.03(a):

“As soon as reasonably practicable following the date of this Second Amendment, the Parents and theCompany shall prepare and shall cause to be filed with the SEC the Form S-4, including the Proxy Statement.”

(b) The following sentence shall be added as the penultimate sentence of Section 6.03(a):

“None of the information with respect to the Company or its subsidiaries to be included in the Form S-4 orany amendments or supplements thereto, will at the time of the mailing of the Proxy Statement or anyamendments or supplements thereto, at the time the Form S-4 or Proxy Statement or any amendment orsupplement thereto is filed with the SEC, at the time of the Shareholders’ Meeting, at the time the Form S-4(and any amendments or supplements thereto) is filed, or at the time the Form S-4 becomes effective under theSecurities Act contain any untrue statement of a material fact or omit to state any material fact required to bestated therein or necessary in order to make the statements therein, in light of the circumstances under whichthey were made, not misleading.”

SECTION 2.26. Amendment to Section 6.03(b).

(a) Section 6.03(b) is amended by adding a reference to “New Holdco,” after the reference to “Parents” in thefirst sentence.

(b) The following clause shall be added as the final sentence of Section 6.03(b):

“None of the information with respect to the Parents, Mergerco, New Holdco or their respectivesubsidiaries specifically provided in writing by the Parents or any person authorized to act on their behalffor inclusion in the Form S-4 will, at the time of the mailing of the Proxy Statement or any amendments orsupplements thereto, at the time of the Shareholders’ Meeting, at the time the Form S-4 (and any amendmentsor supplements thereto) is filed, and at the time such Form S-4 becomes effective under the Securities Actcontain any untrue statement of a material fact or omit to state any material fact required to be stated therein ornecessary in order to make the statements therein, in light of the circumstances under which they were made,not misleading.”

SECTION 2.27. Amendment to Section 6.03(c).

(a) The clause “and the Form S-4” shall be added after the first and second references to “Proxy Statement”and the clause “, Form S-4” shall be added after the third reference to “Proxy Statement” Section 6.03(c).

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(b) The following sentence shall be added as the final sentence to such Section:

“The Company and Parents shall use reasonable best efforts to have the Form S-4 declared effective bythe SEC under the Securities Act as promptly as reasonably practicable after the date of the SecondAmendment.”

SECTION 2.28. Amendment to Section 6.03(d). Section 6.03(d) is hereby amended by adding a reference to“or New Holdco” after the first reference to “Mergerco”, a reference to “or New Holdco’s” after the secondreference to “Mergerco’s”, a reference to “and the Form S-4” after the third reference to “Proxy Statement” and areference to “or the Form S-4” after the fourth and fifth references to “Proxy Statement”.

SECTION 2.29. Amendment to Section 6.03(e). Section 6.03(e) is hereby deleted and replaced in its entiretywith the following:

“(e) As soon as reasonably practicable after the date of this Second Amendment, the Company and NewHoldco shall prepare and shall cause to be filed with the SEC a Form S-4 and proxy supplement in accordancewith the provisions of Section 6.03(a) relating to the meeting of the Company’s shareholders to be held toconsider the adoption and approval of this Agreement and the Merger. The Company and New Holdco shallinclude the text of this Agreement and the Company shall include the recommendation of the Board ofDirectors of the Company that the Company’s shareholders approve and adopt this Agreement (it beingexpressly acknowledged and agreed that the Board of Directors has not, and will not, make any recommen-dation with respect to the Stock Consideration or the New Holdco Common Stock). The Company and NewHoldco shall use their reasonable best efforts to have the Proxy Statement cleared and the Form S-4 declaredeffective by the SEC as soon as reasonably practicable after it is filed with the SEC. In connection with theProxy Statement and Form S-4, contemplated by this Section 6.03(e), the Company, Parents and New Holdcoshall (i) respond as promptly as reasonably practicable to any comments of the SEC; (ii) promptly notify theother parties upon receipt of any comments of the SEC or its staff or any request for amendments orsupplements to the Proxy Statement of Form S-4 or of the issuance of any stop order, of the suspension of thequalification of the New Holdco Common Stock issuable in connection with the Merger for offering or sale inany jurisdiction; (iii) consult with one another prior to responding to any such comments or filing any suchamendment or supplement; (iv) provide each other with copies of all correspondence between any of suchparties or their Representatives and the SEC; and (v) within five (5) days after the Proxy Statement andForm S-4 prepared in accordance with Section 6.03(b) and this Section 6.03(e) has been cleared by the SECand the Form S-4 declared effective, the Company shall mail the Proxy Statement to the holders of CompanyCommon Stock as of the record date established for the Shareholders’ Meeting. Prior to the effective date ofthe Form S-4, New Holdco and the Company shall use commercially reasonable efforts to comply with allapplicable requirements of Law in connection with the registration and qualification of the Stock Consid-eration to be issued in connection with the Merger.”

SECTION 2.30. Amendments to Section 6.04 of the Agreement. Subject to any actions taken by the SEC, ascontemplated by Section 2.05 above, the Shareholders’ Meeting referred to in Section 6.04 of the Agreement shallbe postponed, convened and held as set forth in Section 6.03(e) above.

SECTION 2.31. Amendment to Section 6.05(b) of the Agreement. Section 6.05(b) of the Agreement isamended by adding a reference to “New Holdco’s,” before each reference to “Mergerco’s” in clause (ii).

SECTION 2.32. Amendment to Section 6.07(d) of the Agreement. Section 6.07(d) of the Agreement isamended by adding a reference to “, New Holdco” after each reference to “Parents” in clause (i).

SECTION 2.33. Amendment to Section 6.07(h) of the Agreement. Section 6.07(h) of the Agreement isamended by adding a reference to “, New Holdco” after the reference to “Parents” in the first sentence.

SECTION 2.34. Amendment to Section 6.09 of the Agreement. Section 6.09 of the Agreement is amended byadding a reference to “, New Holdco” after the reference to “Surviving Corporation” in clause (i) of the firstsentence.

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SECTION 2.35. Amendment to Section 6.12(a) of the Agreement. Section 6.12(a) of the Agreement is deletedand hereby replaced in its entirety with the following:

“(a) shall not amend or otherwise change any of the Mergerco Organizational Documents or the NewHoldco Organizational Documents if such amendment or change (i) would be likely to prevent or materiallydelay the consummation of the transactions contemplated hereby or (ii) would change the rights, preferencesor privileges of any share of New Holdco Common Stock in any material respect that would render therepresentations and warranties contained in Section 5.09 of this Agreement to be untrue or inaccurate at theEffective Time”.

SECTION 2.36. Amendment to Section 6.13 of the Agreement. Section 6.13 of the Agreement is deleted andhereby replaced in its entirety with the following:

ARTICLE 1 “SECTION 6.13 FINANCING.

(a) Mergerco and the Parents shall use their reasonable best efforts to (i) arrange and obtain the Financing onthe terms and conditions described in the Financing Commitments, which agreements shall be in effect as promptlyas practicable after the date hereof, but in no event later than the Closing, (ii) negotiate and finalize definitiveagreements with respect thereto on the terms and conditions contained in the Financing Commitments, (iii) satisfyon a timely basis all conditions applicable to the Parents or Mergerco in such definitive agreements that are withintheir control, (iv) consummate the Financing no later than the Closing, and (v) enforce their rights under theFinancing Commitments. In the event that any portion of the Financing becomes unavailable in the manner or fromthe sources contemplated in the Financing Commitments, (A) the Parents shall promptly notify the Company, and(B) Mergerco and the Parents shall use their reasonable best efforts to obtain alternative financing from alternativesources, on terms, taken as whole, that are no more adverse to the Company, as promptly as practicable followingthe occurrence of such event but in no event later than the last day of the Marketing Period, including entering intodefinitive agreements with respect thereto (such definitive agreements entered into pursuant to this Section 6.13(a)being referred to as the “Financing Agreements”). For the avoidance of doubt, in the event that (x) all or anyportion of any offering or issuance of any high yield debt securities contemplated by the Financing Commitments orany alternative debt securities therefor (collectively, the “High Yield Financing”), has not been consummated; and(y) all conditions set forth in Article VII hereof have been satisfied or waived (other than conditions set forth inSection 7.02(c) and Section 7.03(d)) and (z) the bridge facilities contemplated by the Financing Commitments areavailable on terms and conditions described in the Financing Commitments, then Mergerco shall agree to use thebridge facility contemplated by the Debt Commitment Letters, if necessary, to replace such High Yield Financingno later than the last date of the Marketing Period. In furtherance of the provisions of this Section 6.13(a), one ormore Debt Commitment Letters may be amended, restated, supplemented or otherwise modified, superseded orreplaced to add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which hadnot executed the Debt Commitment Letters as of the date hereof, to increase the amount of indebtedness orotherwise replace one or more facilities with one or more new facilities or financings or modify one or morefacilities to replace or otherwise modify the Debt Commitment Letters, or otherwise in a manner not less beneficialin the aggregate to Mergerco, New Holdco and the Parents (as determined in the reasonable judgment of theParents) (the “New Debt Financing Commitments”), provided that the New Debt Financing Commitments shallnot (i) adversely amend the conditions to the Debt Financing set forth in the Debt Commitment Letters, in anymaterial respect, (ii) reasonably be expected to delay or prevent the Closing; or (iii) reduce the aggregate amount ofavailable Debt Financing (unless, in the case of this clause (iii), replaced with an amount of new equity financing onterms no less favorable in any material respect to Mergerco and New Holdco than the terms set forth in the EquityCommitment Letters or one or more new debt facilities pursuant to the new debt facilities pursuant to the New DebtFinancing Commitments.) Upon and from and after each such event, the term “Debt Financing” as used hereinshall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letters that are not sosuperseded or replaced at the time in question and the New Debt Financing Commitments to the extent then ineffect. For purposes of this Agreement, “Marketing Period” shall mean the first period of twenty-five (25) con-secutive business days throughout which (A) Mergerco and the Parents shall have the Required FinancialInformation that the Company is required to provide Mergerco and the Parents pursuant to Section 6.13(b),and (B) the conditions set forth in Section 7.01 or Section 7.02 (other than Section 7.02(c)) shall be satisfied and

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nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 7.02 (otherthan Section 7.02(c)) to fail to be satisfied assuming the Closing were to be scheduled for any time during suchtwenty-five (25) consecutive business day period; provided, however, that if the Marketing Period has not ended onor prior to August 17, 2007, the Marketing Period shall commence no earlier than September 4, 2007 or if theMarketing Period has not ended on or prior to December 14, 2007, the Marketing Period shall commence no earlierthan January 7, 2008. The Parents shall (x) furnish complete and correct and executed copies of the FinancingAgreements promptly upon their execution, (y) give the Company prompt notice of any material breach by anyparty of any of the Financing Commitments, any New Debt Financing Commitment or the Financing Arrangementsof which the Parents become aware or any termination thereof, and (z) otherwise keep the Company reasonablyinformed of the status of the Parents’ efforts to arrange the Financing (or any replacement thereof).

(b) The Company shall, and shall cause its subsidiaries, and their respective officers, employees, consultantsand advisors, including legal and accounting of the Company and its subsidiaries at the Parents’ sole expense, tocooperate in connection with the arrangement of the Debt Financing (which shall include for the avoidance of doubtand purposes hereof, the High Yield Financings) as may be reasonably requested in advance written notice to theCompany provided by Mergerco or the Parents (provided that such requested cooperation does not unreasonablyinterfere with the ongoing operations of the Company and its subsidiaries or otherwise impair, in any materialrespect, the ability of any officer or executive of the Company or Outdoor Holdings to carry out their duties to theCompany and to Outdoor Holdings, respectively). Such cooperation by the Company shall include, at thereasonable request of Mergerco or the Parents, (i) agreeing to enter into such agreements, and to execute anddeliver such officer’s certificates (which in the good faith determination of the person executing the same shall beaccurate), including certificates of the chief financial officer of the Company or any subsidiary with respect tosolvency matters and as are customary in financings of such type, and agreeing to pledge, grant security interests in,and otherwise grant liens on, the Company’s assets pursuant to such agreements, provided that no obligation of theCompany under any such agreement, pledge or grant shall be effective until the Effective Time; (ii) (x) preparingbusiness projections, financial statements, pro forma statements and other financial data and pertinent informationof the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and formcustomarily included in private placements resold under Rule 144A of the Securities Act to consummate any HighYield Financing, all as may be reasonably requested by Mergerco or the Parents and (y) delivery of auditedconsolidated financial statements of the Company and its consolidated subsidiaries for the fiscal year endedDecember 31, 2007 (together with the materials in clause (x), the “Required Financial Information”), whichRequired Financial Information shall be Compliant; (iii) making the Company’s Representatives available to assistin the Financing, including participation in a reasonable number of meetings, presentations (including managementpresentations), road shows, drafting sessions, due diligence sessions and sessions with rating agencies, includingone or more meetings with prospective lenders, and assistance with the preparation of materials for rating agencypresentations, offering documents and similar documents required in connection with the Financing; (iv) reasonablycooperating with the marketing efforts of the Financing; (v) ensuring that any syndication efforts benefit from theexisting lending and investment banking relationships of the Company and its subsidiaries (vi) using reasonablebest efforts to obtain customary accountants’ comfort letters, consents, legal opinions, survey and title insurance asrequested by Mergerco or the Parents along with such assistance and cooperation from such independentaccountants and other professional advisors as reasonably requested by Mergerco or the Parents; (vii) takingall actions reasonably necessary to permit the prospective lenders involved in the Financing to (A) evaluate theCompany’s current assets, cash management and accounting systems, policies and procedures relating thereto forthe purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked accountagreements and lock box arrangements in connection with the foregoing; provided that no right of any lender, norobligation of the Company or any of its subsidiaries, thereunder shall be effective until the Effective Time; and(viii) otherwise reasonably cooperating in connection with the consummation of the Financing and the syndicationand marketing thereof, including obtaining any rating agencies’ confirmations or approvals for the Financing. TheCompany hereby consents to the use of its and its subsidiaries’ logos in connection with the Financing.Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its subsidiariesshall be required to pay any commitment or other similar fee or incur any other liability or obligation in connectionwith the Financing (or any replacements thereof) prior to the Effective Time. The Parents shall, promptly uponrequest by the Company following the valid termination of this Agreement (other than in accordance with

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Section 8.01(i), reimburse the Company for all reasonable and documented out-of-pocket costs incurred by theCompany or any of its subsidiaries in connection with such cooperation. The Parents shall indemnify and holdharmless the Company and its subsidiaries for and against any and all losses suffered or incurred by them inconnection with the arrangement of the Financing and any information utilized in connection therewith (other thaninformation provided by the Company or its subsidiaries). As used in this Section 6.13(b), “Compliant” means,with respect to any Required Financial Information, that such Required Financial Information does not contain anyuntrue statement of a material fact or omit to state any material fact regarding the Company and it subsidiariesnecessary in order to make such Required Financial Information not misleading and is, and remains throughout theMarketing Period, compliant in all material respects with all applicable requirements of Regulation S-K andRegulation S-X and a registration statement on Form S-1 (or any applicable successor form) under the SecuritiesAct, in each case assuming such Required Financial Information is intended to be the information to be used inconnection with the Debt Financing (including the High Yield Financing) contemplated by the Debt CommitmentLetters.”

SECTION 2.37. Addition of Section 6.18. The following shall be added as Section 6.18 of the Agreement:

“SECTION 6.18 Tax Free Qualification for Stock Election. Parents and Company shall not, and shall notpermit any of their Subsidiaries to, take or cause to be taken any action, other than any actions expresslycontemplated by this Agreement or the Equity Commitment Letters, or knowingly fail to take any action,which action or failure to act would reasonably be expected to prevent the exchange of shares of CompanyCommon Stock for New Holdco Common Stock pursuant to the Merger and a Stock Election (other than NetElecting Option Shares), taken together with the exchange of the Rollover Shares and the Equity Financing,from qualifying as an exchange described in Section 351 of the Code.”

SECTION 2.38. Addition of Section 6.19. The following shall be added as Section 6.19 of the Agreement:

“SECTION 6.19 Fees. The transaction fees payable to Parents or their Affiliates at or prior to theClosing will not exceed $87.5 million. Following the Closing, unless otherwise unanimously approved by theIndependent Directors, the Company will not pay management, transaction, monitoring or any other fees to theParents or their Affiliates except pursuant to an arrangement or structure whereby public shareholders of NewHoldco are made whole for the portion of such fees paid by the Company that would otherwise beproportionate to their share holdings.”

SECTION 2.39. Addition of Section 6.20. The following shall be added as Section 6.20 of the Agreement:

“SECTION 6.20 Board of Directors. Immediately following the Closing, the board of directors of theCompany will include at least two (2) Independent Directors.

SECTION 2.40. Addition of Section 6.21. The following shall be added as Section 6.21 of the Agreement:

“SECTION 6.21 Registration. New Holdco agrees that it will use reasonable efforts to maintain theregistration of the New Holdco Common Stock under Section 12 of the Exchange Act for two years after theEffective Time except for any deregistration in connection with any sale, recapitalization or similar extraor-dinary corporate transaction.

SECTION 2.41. Amendment to Section 7.02 of the Agreement. The introductory sentence of Section 7.02 ofthe Agreement is amended by adding a reference to “, New Holdco” after the reference to “Parents”.

SECTION 2.42. Amendment to Section 7.03(a) of the Agreement. Section 7.03(a) of the Agreement isamended by adding a reference to “, New Holdco” after the reference to “Parents” in the first sentence.

SECTION 2.43. Amendment to Section 7.03(b) of the Agreement. Section 7.03(b) of the Agreement isamended by adding a reference to “, New Holdco” after the reference to “Parents”.

SECTION 2.44. Amendment to Section 8.01(e) of the Agreement. Section 8.01(e) of the Agreement isamended by adding a reference to “, New Holdco” after each reference to “Mergerco”.

SECTION 2.45. Amendment to Section 8.01(f) of the Agreement. Section 8.01(f) of the Agreement isamended by adding a reference to “, New Holdco” after the reference to “Mergerco” in clause (ii).

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SECTION 2.46. Amendment to Section 8.01(g) of the Agreement. The clause “by the Parents if they andMergerco” in Section 8.01(g) of the Agreement is hereby deleted and replaced with the following: “by the Parents ifthey, New Holdco and Mergerco”.

SECTION 2.47. Amendment to Section 8.01(i). Section 8.01(i) shall be amended by adding a reference to“and Form S-4” after the reference to “Proxy Statement”.

SECTION 2.48. Amendment to Section 8.02(a) of the Agreement. Section 8.02(a) is hereby amended byadding a reference to “, New Holdco” after each reference to “Mergerco” in the final paragraph of Section 8.02(a).

SECTION 2.49. Amendment to Section 8.02(b)(i) of the Agreement. Section 8.02(b)(i) is hereby amended byadding a reference to “, New Holdco” after the first and fifth reference to “Mergerco” and a reference to“, New Holdco’s” after the second and fourth reference to “Mergerco”.

SECTION 2.50. Amendment to Section 8.02(b)(ii) of the Agreement. Section 8.02(b)(ii) is hereby amendedby adding a reference to “, New Holdco” after the first reference to “Mergerco”.

SECTION 2.51. Amendment to Section 8.02(b) of the Agreement. The final paragraph of Section 8.02(b) ishereby amended by adding a reference to , “New Holdco” after each reference to “Mergerco” other than referencesto “Mergerco” in the defined term “Mergerco Termination Fee”.

SECTION 2.52. Amendment to Section 8.02(d) of the Agreement. Section 8.02(d) is hereby amended byadding a reference to “, New Holdco” after the first, second, fifth, seventh and eighth reference to “Mergerco”.

SECTION 2.53. Amendment to Section 8.04 of the Agreement. Section 8.04 is hereby amended by adding areference to “, New Holdco” after the reference to “Mergerco” in the third sentence.

SECTION 2.54. Amendment to Section 9.02 of the Agreement. Section 9.02 is hereby amended by replacing“if to the Parents or Mergerco:” with the following: “if to the Parents, Mergerco or New Holdco”.

SECTION 2.55. Amendment to Section 9.05 of the Agreement. Section 9.05 is hereby deleted and replaced inits entirety with the following:

“SECTION 9.05 Assignment. Neither this Agreement nor any rights, interests or obligations hereundershall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the priorwritten consent of the other parties hereto; provided, that (i) Mergerco may assign any of its rights andobligations to any direct or indirect wholly owned subsidiary of New Holdco, but no such assignment shallrelieve Mergerco of its obligations hereunder and (ii) New Holdco may assign any of its rights and obligationsto any direct or indirect wholly owned subsidiary of New Holdco, but no such assignment shall relieve NewHoldco of its obligations hereunder. Further, the Company acknowledges and agrees that Mergerco may(i) elect to transfer its equity interests to any of its respective affiliates or direct or indirect wholly ownedsubsidiaries; provided that each of such direct or indirect subsidiaries will be wholly owned by New Holdco orsubsidiaries of New Holdco, (ii) reincorporate in Texas or (iii) merge with or convert into a Texas corporationcreated solely for the purpose of the Merger, and any such transfer, reincorporation, merger or conversion shallnot result in a breach of any representation, warranty or covenant of Mergerco, New Holdco and/or the Parentsherein. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and beenforceable by, the parties hereto and their respective successors and permitted assigns. Any purportedassignment not permitted under this Section shall be null and void.”

SECTION 2.56. Amendment to Section 9.08(a)(i) of the Agreement. Section 9.08(a)(i) is hereby amended byreplacing the clause “the maximum aggregate liability of Mergerco” with the following: “the maximum aggregateliability of Mergerco and New Holdco”. Amendment to Section 9.08(a)(iv) of the Agreement. Section 9.08(a)(iv) ishereby amended by adding a reference to “, New Holdco” after “Mergerco” in clause (iv).

SECTION 2.57. Amendment to Section 9.08(b), (c) and (d) of the Agreement. Section 9.08(b), Section 9.08(c)and Section 9.08(d) are hereby amended by adding a reference to “, New Holdco” after each reference to“Mergerco”.

SECTION 2.58. Amendment to Appendix A.

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(a) The definition of “Additional Per Share Consideration” is amended by deleting “$39.00” and replacingsuch amount with “$39.20.”

(b) The following definition of “Affiliated Holder” is added to Appendix A immediately following thedefinition of “affiliate”:

“Affiliated Holder” shall mean each Person listed on Schedule 1 hereto, each of such Person’s heirs andsuccessors, and any person to whom such Person assigns shares where such transferee agrees to bound by theletter agreement entered into by such holder pursuant to Section 3.01(b)(ii) hereof.

(c) The following definition of “Alien Entity” shall be added to Appendix A immediately following thedefinition of “Agreement”:

“Alien Entity” shall have the meaning set forth in the definition of Non-U.S. Person.

(d) The following definition of “Book Entry Share” shall replace the definition of Book Entry Share inAppendix A:

“Book Entry Share” means a book-entry share which immediately prior to the Effective Time representeda share of Company Common Stock.

(e) The following definition of “Capped Holder” is added to Appendix A immediately following thedefinition of “business day”:

“Capped Holder” shall have the meaning set forth in Section 3.01(g)(iii).

(f) The following definition of “Cash Consideration” is added to Appendix A immediately following thedefinition of “Capped Holder”:

“Cash Consideration” shall have the meaning set forth in Section 3.01(b)(i).

(g) The following definition of “Cash Consideration Share” is added to Appendix A immediately followingthe definition of “Cash Consideration”:

“Cash Consideration Share” shall mean each share of Company Common Stock for which Parents payCash Consideration pursuant to Section 3.01(b) and Section 3.01(g).

(h) The following definition of “Cash Election” is added to Appendix A immediately following the definitionof “Cash Consideration Share”:

“Cash Election” shall have the meaning set forth in Section 3.01(c)(i).

(i) The following definition of “Certificate” shall replace the definition of Certificate in Appendix A:

“Certificate” means a certificate which immediately prior to the Effective Time represented a share ofCompany Common Stock.

(j) The definition of “Competing Proposal” is amended by adding a reference to “, New Holdco” after thereference to Parents.

(k) The definition of “Contacted Parties Proposal” is amended by adding a reference to “, New Holdco” afterthe reference to Parents.

(l) The following definition of “Election Deadline” is added to Appendix A immediately following thedefinition of “Effective Time”:

“Election Deadline” shall have the meaning set forth in Section 3.01(d)

(m) The following definition of “Election Form Record Date” is added to Appendix A immediatelyfollowing the definition of “Election Deadline”:

“Election Form Record Date” shall have the meaning set forth in Section 3.01(d).

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(n) The following definition of “Elections” is added to Appendix A immediately following the definition of“Election Form Record Date”:

“Elections” shall have the meaning set forth in Section 3.01(c)(i).

(o) The definition of “Expenses” in Appendix A shall be amended by adding a reference to “and Form S-4”after the reference to “Proxy Statement”.

(p) The following definition of “Final Return Shares” is added to Appendix A immediately following thedefinition of “Financing Commitments”:

“Final Return Shares” shall have the meaning set forth in Section 3.01(g)(vi).

(q) The following definition of “Final Stock Election” is added to Appendix A immediately following thedefinition of “Final Return Shares”:

“Final Stock Election” shall have the meaning set forth in Section 3.01(g)(viii).

(r) The following definition of “Final Stock Election Notice” is added to Appendix A immediately followingthe definition of “Final Stock Election”:

“Final Stock Election Notice” shall have the meaning set forth in Section 3.01(d).

(s) The following definition of “Final Stock Election Shares” is added to Appendix A immediately followingthe definition of “Final Stock Election Notice”:

“Final Stock Election Shares” shall have the meaning set forth in Section 3.01(g)(vi).

(t) The following definition of “First Allocation Distributable Shares” is added to Appendix A immediatelyfollowing the definition of “Final Stock Election Shares”:

“First Allocation Distributable Shares” shall have the meaning set forth in Section 3.01(g)(ii).

(u) The following definition of “First Allocation Stock Election Shares” is added to Appendix A imme-diately following the definition of “First Allocation Distributable Shares”:

“First Allocation Stock Election Shares” shall have the meaning set forth in Section 3.01(g)(iii).

(v) The following definition of “First Individual Cutback Shares” is added to Appendix A immediatelyfollowing the definition of “First Allocation Stock Election Shares”:

“First Individual Cutback Shares” shall have the meaning set forth in Section 3.01(g)(iii).

(w) The following definition of “First Prorated Returned Shares” is added to Appendix A immediatelyfollowing the definition of “First Individual Cutback Shares”:

“First Allocation Returned Shares” shall have the meaning set forth in Section 3.01(g)(ii).

(x) The following definition of “Form of Election” is added to Appendix A immediately following thedefinition of “Foreign Antitrust Laws”:

“Form of Election” shall have the meaning set forth in Section 3.01(c)(i).

(y) The following definition of “Form S-4” is added to Appendix A immediately following the definition of“Form of Election”:

“Form S-4” shall have the meaning set forth in Section 4.12.

(z) The following definition of “Gross Electing Option Shares” is added to Appendix A immediatelyfollowing the definition of “Governmental Authority”:

“Gross Electing Option Shares” shall have the meaning set forth in Section 3.01(c)(ii).

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(aa) The following definition of “Independent Directors” is added to Appendix A immediately following thedefinition of “Indenture”:

“Independent Directors” shall mean members of the board of directors of the Company who are notrepresentatives of the Parents or their Affiliates or employees (including former employees) of the Company.

(bb) The following definition of “Individual Cap” is added to Appendix A immediately following thedefinition of “Independent Director”:

“Individual Cap” shall have the meaning set forth in Section 3.01(g).

(cc) The following definition of “Irrevocable Option Election” is added to Appendix A immediatelyfollowing the definition of “Individual Cap”:

“Irrevocable Option Election” shall have the meaning set forth in Section 3.01(c)(ii).

(dd) The following definition of “Letter of Transmittal” is added to Appendix A immediately following thedefinition of “Law”:

“Letter of Transmittal” means a letter prepared by the Paying Agent, with reasonable approval of NewHoldco and the Company, which shall, among other things, (x) specify that delivery of Certificates and BookEntry Shares be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shallpass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.04hereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such otherprovisions as New Holdco and the Company may reasonably specify and (y) include instructions for use ineffecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration intowhich the number of shares of Company Common Stock previously represented by such Certificate or Book-Entry Shares shall be converted pursuant to this Agreement (which instructions shall provide that at theelection of the surrendering holder, Certificates or Book-Entry Shares may be surrendered, and the MergerConsideration in exchange therefor collected, by hand delivery).

(ee) The following definition of “Maximum Stock Election Number” is added to Appendix A immediatelyfollowing the definition of “LMA”:

“Maximum Stock Election Number” shall have the meaning set forth in Section 3.01(g).

(ff) The following definition of “Merger Consideration” shall replace the definition of “Merger Consid-eration” in Appendix A:

“Merger Consideration” shall have the meaning set forth in Section 3.01(b)(i).

(gg) The following definition of “Net Electing Option Shares” is added to Appendix A immediatelyfollowing the definition of “Multiemployer Plan”:

“Net Electing Option Shares” shall have the meaning set forth in Section 3.01(c)(ii).

(hh) The following definition of “New Holdco Common Stock” is added to Appendix A immediatelyfollowing the definition of “New Debt Financing Commitments”:

“New Holdco Common Stock” shall mean the Class A Common Stock, par value $0.001 per share, ofNew Holdco.

(ii) The following definition of “New Holdco Equity Interests” is added to Appendix A immediatelyfollowing the definition of “New Debt Financing Commitments”:

“New Holdco Equity Interests” shall have the meaning set forth in Section 5.09.

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(jj) The following definition of “New Holdco Material Adverse Effect” shall replace the definition of“Mergerco Material Adverse Effect” in Appendix A and all references to “Mergerco Material Adverse Effect”shall be replaced with reference to “New Holdco Material Adverse Effect”:

“New Holdco Material Adverse Effect” shall mean any event, state of facts, circumstance, development,change, effect or occurrence that is materially adverse to the business, financial condition or results ofoperations of New Holdco and New Holdco’s subsidiaries taken as a whole or may reasonably be expected toprevent or materially delay or materially impair the ability of New Holdco or any of its subsidiaries toconsummate the Merger and the other transactions contemplated by this Agreement.

(kk) The following definition of “New Holdco Organizational Documents” is added to Appendix Aimmediately following the definition of “New Holdco Common Stock”:

“New Holdco Organizational Documents” shall have the meaning set forth in Section 5.02(b).

(ll) The following definition of “New Holdco Shares” is added to Appendix A immediately following thedefinition of “New Holdco Organizational Documents”:

“New Holdco Shares” shall have the meaning set forth in Section 5.09.

(mm) The following definition of “New Holdco Subsidiaries” is added to Appendix A immediately followingthe definition of “New Holdco Shares”:

“New Holdco Subsidiaries” shall have the meaning set forth in Section 5.09.

(nn) The following definition of “New Holdco Subsidiaries Equity Interests” is added to Appendix Aimmediately following the definition of “New Holdco Shares”:

“New Holdco Subsidiaries Equity Interests” shall have the meaning set forth in Section 5.09.

(oo) The following definition of “New Holdco Subsidiaries Shares” is added to Appendix A immediatelyfollowing the definition of “New Holdco Subsidiaries Equity Interests”:

“New Holdco Subsidiaries Shares” shall have the meaning set forth in Section 5.09.

(pp) The following definition of “Non-U.S. Person” is added to Appendix A immediately following thedefinition of “No-Shop Period Start Date” in Appendix A:

“Non-U.S. Person” means any Person who:

(i) is a natural person who either is not a citizen of the United States or is acting at the direction andbehest of a foreign government, foreign entity or foreign individual as its agent for purposes of thistransaction; or

(ii) is not a natural person and is:

(a) a partnership, limited liability company, corporation, joint-stock company or associationcontrolled by persons not citizens of the United States or entities organized under the laws of aforeign country;

(b) a foreign government;

(c) a partnership, limited liability company, corporation, joint-stock company or associationcontrolled directly or indirectly by one or more of the above,

(Any person or entity described in paragraphs 1 or 2 (a)-(c) above is referred to hereafter as an“Alien Entity.”)

(d) has direct or indirect ownership by Alien Entities that, in the aggregate, exceeds 25%, or

(e) has voting or other control rights exercised directly or indirectly by Alien Entities that, inthe aggregate, exceed 25%.

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(qq) The following definition of “Option Cash Payment” shall replace the definition of “Option CashPayment” in Appendix A:

“Option Cash Payment” shall have the meaning set forth in Section 3.03(a).

(rr) The following definition of “Proration Factor” is added to Appendix A immediately following thedefinition of “person”:

“Proration Factor” shall have the meaning set forth in Section 3.01(g)(ii).

(ss) The following definition of “Public Share” is added to Appendix A immediately following the definitionof “Proxy Statement”:

“Public Share” shall mean each share of Company Common Stock outstanding immediately prior to theEffective Time other than a Dissenting Share, Rollover Share or share that is cancelled pursuant toSection 3.01(a).

(tt) The following definition of “Second Allocation” is added to Appendix A immediately following thedefinition of “SEC Filings”:

“Second Allocation” shall have the meaning set forth in Section 3.01(g)(iii).

(uu) The following definition of “Second Allocation Distributable Shares” is added to Appendix A imme-diately following the definition of “Second Allocation”:

“Second Allocation Distributable Shares” shall have the meaning set forth in Section 3.01(g)(iv).

(vv) The following definition of “Second Allocation Participant” is added to Appendix A immediatelyfollowing the definition of “Second Allocation Distributable Shares”:

“Second Allocation Participant” shall have the meaning set forth in Section 3.01(g)(iii).

(ww) The following definition of “Second Allocation Shares” is added to Appendix A immediatelyfollowing the definition of “Second Allocation Participant”:

“Second Allocation Shares” shall have the meaning set forth in Section 3.01(g)(iii).

(xx) The following definition of “Second Allocation Stock Election Shares” is added to Appendix Aimmediately following the definition of “Second Allocation Shares”:

“Second Allocation Stock Election Shares” shall have the meaning set forth in Section 3.01(g)(v).

(yy) The following definition of “Second Amendment Disclosure Letter” is added to Appendix A imme-diately following the definition of “Second Allocation Stock Election Shares”:

“Second Amendment Disclosure Letter” shall have the meaning set forth in the introductory paragraph ofArticle V.

(zz) The following definition of “Second Individual Cutback Shares” is added to Appendix A immediatelyfollowing the definition of “Second Amendment Disclosure Letter”:

“Second Individual Cutback Shares” shall have the meaning set forth in Section 3.01(g)(v).

(aaa) The following definition of “Second Prorated Stock Election Shares” is added to Appendix Aimmediately following the definition of “Second Individual Cutback Shares”:

“Second Prorated Stock Election Shares” shall have the meaning set forth in Section 3.01(g)(iv).

(bbb) The following definition of “Shares” is added to Appendix A immediately following the definition of“Senior Executive”:

(ccc) The following definition of “Shares Representative” is added to Appendix A immediately following thedefinition of “Shares”:

“Shares Representative” shall have the meaning set forth in Section 3.01(c)(i).

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(ddd) The following definition of “Stock Consideration” is added to Appendix A immediately following thedefinition of “Short-Dated Notes”:

“Stock Consideration” shall have the meaning set forth in Section 3.01(b)(i).

(eee) The following definition of “Stock Election” is added to Appendix A immediately following thedefinition of “Stock Consideration”:

“Stock Election” shall have the meaning set forth in Section 3.01(c)(i).

(fff) The following definition of “Stock Election Share” is added to Appendix A immediately following thedefinition of “Stock Election”:

“Stock Election Share” shall have the meaning set forth in Section 3.01(c)(i).

(ggg) The following definition of “Total Option Cash Payment” shall replace the definition of “Total OptionCash Payment” in Appendix A:

“Total Option Cash Payment” shall have the meaning set forth in Section 3.03(a).

(hhh) The following definition of “U.S. Person” is added to Appendix A immediately following the definitionof “Total Option Cash Payment”:

“U.S. Person” means any Person that is not an Non-U.S. Person.

ARTICLE III.

MISCELLANEOUS

SECTION 3.01. No Further Amendment. Except as expressly amended hereby, the Agreement is in allrespects ratified and confirmed and all of the terms and conditions and provisions thereof shall remain in full forceand effect. This Second Amendment is limited precisely as written and shall not be deemed to be an amendment toany other term or condition of the Agreement or any of the documents referred to therein.

SECTION 3.02. Effect of Amendment. This Second Amendment shall form a part of the Agreement for allpurposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this SecondAmendment by the parties hereto, any reference to “this Agreement”, “hereof”, “herein”, “hereunder” and words orexpressions of similar import shall be deemed a reference to the Agreement as amended hereby.

SECTION 3.03. Governing Law. This Second Amendment, and all claims or cause of action (whether incontract or tort) that may be based upon, arise out of or relate to this Second Amendment shall be governed by theinternal laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule.

SECTION 3.04. Counterparts. This Second Amendment may be executed and delivered (including byfacsimile transmission) in two (2) or more counterparts, and by the different parties hereto in separate counterparts,each of which when executed and delivered shall be deemed to be an original but all of which taken together shallconstitute one and same agreement.

[Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, Mergerco, New Holdco the Parents, and the Company have caused this SecondAmendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.

By: /s/ Scott M. Sperling

Name: Scott M. SperlingTitle: Co-President

NEW HOLDCO:

BT TRIPLE CROWN CAPITAL HOLDINGS, III,INC.

By: /s/ Scott M. Sperling

Name: Scott M. SperlingTitle: Co-President

PARENTS:

B TRIPLE CROWN FINCO, LLC

By: /s/ John Connaughton

Name: John ConnaughtonTitle: Managing Director

T TRIPLE CROWN FINCO, LLC

By: /s/ Scott M. Sperling

Name: Scott M. SperlingTitle: Co-President

COMPANY:

CLEAR CHANNEL COMMUNICATIONS, INC.

By: /s/ Mark P. Mays

Name: Mark P. MaysTitle: Chief Executive Officer

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SUMMARY OF CONTENTS OF

SECOND AMENDMENT DISCLOSURE LETTER

to

AMENDMENT NO. 2

dated as of

May 17, 2007

to the

AGREEMENT AND PLAN OF MERGER

dated as of

November 16, 2006

By and among

BT TRIPLE CROWN MERGER CO., INC.,B TRIPLE CROWN FINCO, LLC,T TRIPLE CROWN FINCO, LLC,

and

CLEAR CHANNEL COMMUNICATIONS, INC.

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The following is a summary of the disclosure schedules delivered by Mergerco in connection with AmendmentNo. 2 dated as of May 17, 2007 to the Agreement and Plan of Merger dated as of November 16, 2006 by and amongBT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and Clear ChannelCommunications, Inc. (the “Agreement”). To the extent not defined below, capitalized terms used herein are asdefined in the Agreement. *

Section 3.08. Rollover by Shareholders.

Stating that between the date of the Agreement and the date of Closing, the Parents and Mergerco will agreewith each shareholder entitled to rollover shares of common stock of the Company the number of shares, if any, tobe rolled over and the conversion ratio.

Section 5.02. New Holdco Organizational Documents.

Attaching the certificate of incorporation and bylaws of New Holdco.

Section 5.07(a). Available Funds.

List of executed debt and equity commitment letters.

Section 5.09. Capitalization of Mergerco.

Disclosure of the entities who hold the authorized capital stock of Mergerco on the date of the Agreement.

* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant hereby agrees to furnish supplementally a copy ofthe Second Amendment Disclosure Letter to Amendment No. 2 to the Agreement and Plan of Merger to theSecurities and Exchange Commission upon request.

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ANNEX D

CONFORMED COPY

VOTING AGREEMENT

VOTING AGREEMENT (“Agreement”), dated as of May 26, 2007, by and among BT Triple Crown MergerCo., Inc., a Delaware corporation (“Mergerco”), B Triple Crown Finco, LLC, a Delaware limited liability company,T Triple Crown Finco, LLC, a Delaware limited liability company (together with B Triple Crown Finco, LLC, the“Parents”), BT Triple Crown Capital Holdings III, Inc. a Delaware corporation (“New Holdco”); and HighfieldsCapital I LP, a Delaware limited partnership (“Highfields I”), Highfields Capital II LP, a Delaware limitedpartnership (“Highfields II”), Highfields Capital III LP, an exempted limited partnership organized under the lawsof the Cayman Islands, B.W.I. (“Highfields III”), and Highfields Capital Management LP, a Delaware limitedpartnership (“Highfields Management” and, together with Highfields I, Highfields II and Highfields III,“Stockholders”) of the Company.

WHEREAS, Mergerco, Parents, New Holdco, and Clear Channel Communications, Inc., a Texas corporation(the “Company”) have entered into an amendment to Agreement and Plan of Merger, dated of even date herewith(such agreement as amended as of the date hereof, the “Agreement and Plan of Merger”), which (i) provides that,subject to certain exceptions with respect to Affiliated Holders, regulatory requirements and number of sharesissued, each shareholder of the Company will be offered the right to elect to receive in the Merger, for each share ofcommon stock, par value $0.10 per share, of the Company (each, a “Common Share”), either cash in the amount of$39.20, or one share of voting common stock of New Holdco and (ii) sets forth certain other rights of the publicholders of New Holdco’s common stock (the “Public Holders”) and certain terms and conditions under which NewHoldco will operate;

WHEREAS, the Stockholders in the aggregate beneficially own and have sole or shared (together with one ormore of the other Stockholders or their affiliates) voting power with respect to 24,000,000 Common Shares (suchCommon Shares, together with any securities issued or exchanged with respect to such shares of common stockupon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stockdividend, split-up or combination of the securities of the Company or any other change in the Company’s capitalstructure, the “Covered Shares”);

WHEREAS, in connection with the execution of the Agreement and Plan of Merger, the Parents haverequested that the Stockholders execute and deliver this Agreement on a date even herewith; and

WHEREAS, all capitalized terms used in this Agreement without definition herein shall have the meaningsascribed to them in the Agreement and Plan of Merger.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements containedherein and other good and valuable consideration, the receipt of which are hereby acknowledged the Stockholders,New Holdco, Mergerco and the Parents agree as follows:

1. Agreement to Vote. Each Stockholder agrees that, prior to the Expiration Date (as defined below), at anymeeting of the stockholders of the Company, or in connection with any written consent of the stockholders of theCompany, with respect to the Merger, the Agreement and Plan of Merger or any Competing Proposal or anyadjournment or postponement thereof, Stockholder shall:

(a) appear at such meeting or otherwise cause the Covered Shares and any other Common Shares which itacquires beneficial ownership of after the date hereof (“After Acquired Shares”) to be counted as presentthereat for purposes of calculating a quorum; and

(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted) in person or byproxy, or deliver a written consent (or cause a consent to be delivered) covering all of the Covered Shares andany After Acquired Shares that such Stockholder shall be entitled to so vote, whether such Common Shares arebeneficially owned by such Stockholder on the date of this Agreement or are subsequently acquired, (i) in favorof adoption and approval of the Agreement and Plan of Merger and the transactions contemplated thereby,including the Merger; (ii) against any extraordinary corporate transaction (other than the Merger or pursuant to

D-1

the Merger) or any Competing Proposal, or any letter of intent, memorandum of understanding, agreement inprinciple, acquisition agreement, merger agreement or similar agreement providing for the consummation of atransaction contemplated by any Competing Proposal, and (iii) in favor of any proposal to adjourn aShareholders’ Meeting which New Holdco and the Parents support.

2. Expiration Date. As used in this Agreement, the term “Expiration Date” shall mean the earliest to occurof (i) the Effective Time; (ii) such date as the Agreement and Plan of Merger is terminated pursuant to Article VIIIthereof; or (iii) upon mutual written agreement of the parties to terminate this Agreement. Upon termination orexpiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement;provided however, (i) Sections 6, and 9 through 19 shall survive any such expiration if the Effective Time shall haveoccurred, and (ii) such termination or expiration shall not relieve any party from liability for any willful breach ofthis Agreement prior to termination hereof.

3. Agreement to Retain Covered Shares. From and after the date hereof until, (A) in the case of clause (i)below, the Expiration Date, and (B) in the case of clause (ii) below, immediately after the vote is taken at a SpecialMeeting of shareholders of the Company (taking into account any postponements or adjournments thereof) for thepurpose of approving the adoption and approval of the Agreement and Plan of Merger and the transactionscontemplated thereby, including the Merger, each of the Stockholders shall not, except as contemplated by thisAgreement or the Agreement and Plan of Merger, directly or indirectly, (i) grant any proxies or enter into any votingtrust or other agreement or arrangement with respect to the voting of any Covered Shares and any After AcquiredShares or (ii) sell, transfer, assign, dispose of, or enter into any contract, option, commitment or other arrangementor understanding with respect to the sale, transfer, assignment or other disposition of, the beneficial ownership ofany Covered Shares. Notwithstanding the foregoing, each Stockholder may make a transfer (a) to other persons whoare affiliated with the Stockholders subject to the transferee agreeing in writing to be bound by the terms of, andperform the obligations of a Stockholder under, this Agreement, or (b) as the Parents may otherwise agree in writingin their sole discretion.

4. Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents andwarrants to New Holdco, Parents and Mergerco as follows:

(a) such Stockholder has the power and the right to enter into, deliver and perform the terms of thisAgreement;

(b) this Agreement has been duly and validly executed and delivered by such Stockholder and (assumingthis Agreement constitutes a valid and binding agreement of the Parents) is a legal, valid and bindingagreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms(except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or bygeneral equity principles);

(c) the Stockholders beneficially own in the aggregate at least 24,000,000 Common Shares and have soleor shared, and otherwise unrestricted, voting power (together with one or more Stockholders or their affiliates)with respect to such Common Shares;

(d) no proceedings are pending which, if adversely determined, will have a material adverse effect on anyability to vote or dispose of any of the Covered Shares;

(e) the execution and delivery of this Agreement by such Stockholder do not, and the performance by theStockholder of its obligations hereunder and the consummation by the Stockholder of the transactionscontemplated hereby will not, violate or conflict with, or constitute a breach or default under, any agreement,instrument, contract or other obligation or any order, arbitration award, judgment or decree to which theStockholder is a party or by which the Stockholder is bound, or any statute, rule or regulation to which theStockholder is subject or, in the event that the Stockholder is a corporation, partnership, trust or other entity,any bylaw or other organizational document of the Stockholder. Except as expressly contemplated hereby, theStockholder is not a party to any voting agreement or voting trust relating to the Covered Shares or AfterAcquired Shares;

D-2

(f) such Stockholder acknowledges and confirms that (a) New Holdco, Parents and Mergerco maypossess or hereafter come into possession of certain non-public information concerning the Covered Shares,After Acquired Shares and the Company which is not known to the Stockholder and which may be material tothe Stockholder’s decision to vote in favor of the Merger (the “Excluded Information”), (b) the Stockholder hasrequested not to receive the Excluded Information and has determined to vote in favor of the Merger and sellthe Covered Shares notwithstanding its lack of knowledge of the Excluded Information, and (c) New Holdco,the Parents and Mergerco shall have no liability or obligation to the Stockholder in connection with, and theStockholder hereby waives and releases New Holdco, the Parents and Mergerco from, any claims whichStockholder or its successors and assigns may have against New Holdco, the Parents, Mergerco or theirrespective Affiliates (whether pursuant to applicable securities, laws or otherwise) with respect to the non-disclosure of the Excluded Information; and

(g) such Stockholder acknowledges and confirms that it has reviewed the Agreement and Plan of Merger,including without limitation, the first and second amendments thereto executed prior to the date hereof, andhas had the opportunity to review such agreement with counsel and its other advisors.

5. Representations and Warranties of the Parents, Mergerco and New Holdco. Each of the Parents,Mergerco and New Holdco hereby represents and warrants to the Stockholders as follows:

(a) each of the Parents, Mergerco and New Holdco has the power and the right to enter into, deliver andperform the terms of this Agreement;

(b) this Agreement has been duly and validly executed and delivered by the Parents, Mergerco andNew Holdco and (assuming this Agreement constitutes a valid and binding agreement of the Stockholders) is alegal, valid and binding agreement with respect to the Parents, Mergerco and New Holdco, enforceable againsteach of the Parents, Mergerco and New Holdco in accordance with its terms (except as enforceability may belimited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar lawsof general applicability relating to or affecting creditors’ rights or by general equity principles);

(c) The Parents have heretofore cancelled, and will not accept or enter into, any subscription agreementsor understandings to acquire equity securities of New Holdco from (a) any private investment funds that werestockholders of the Company and were not limited partners or shareholders of an investment fund managed byone of the Sponsors and (b) any other investment funds that (i) were, as of the date of execution of suchagreement, stockholders of the Company, (ii) were not limited partners or shareholders in an investment fundmanaged by one of the Sponsors, and (iii) executed such agreements after January 31, 2007; provided,however, that the foregoing shall not apply to either (x) the public employee benefit plan investor that haspreviously been specifically identified to one or more of the Stockholders, or (y) subscription agreementsexecuted by financing sources prior to January 31, 2007. Such investment funds with such cancelledsubscription agreements, to the extent that they continue to be stockholders of the Company, will be treatedratably with other public stockholders of the Company. The Parents, represent that they have not, and after thedate of this Agreement, Parents will not, enter into any other arrangements or agreement with any such affectedinvestment funds to acquire equity securities in New Holdco other than as provided for in the Agreement andPlan of Merger.

(d) Immediately following the effective time, the Articles of Incorporation and Bylaws of New Holdcowill be in the form attached hereto as Exhibit A.

(e) New Holdco, Mergerco, Bain Capital Fund IX, L.P. and Thomas H. Lee Equity Fund VI, L.P. haveentered into or will enter into an agreement in the form attached hereto as Exhibit B, which will becomeeffective as of the Effective Time and continue to be in full force and effect until the termination in accordancewith terms thereof (the “Letter Termination Date”). The Parents agree that they will not terminate (other thanpursuant to its terms), amend, supplement or otherwise modify such agreement without the prior writtenapproval of the Stockholders.

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6. Directors.

(a) Immediately following the Effective Time, the Board of Directors of New Holdco shall establish thesize of the Board of Directors at twelve (12) members, one member of which shall be a United States citizenand be named by Highfields Management (which member shall be named to New Holdco’s nominatingcommittee) and one member of which shall be a United States citizen and shall be selected by New Holdco’snominating committee after consultation with Highfields Management and any holder whose election toreceive common stock of New Holdco pursuant to Section 3.01 of the Agreement and Plan of Merger isreasonably expected to result in such holder owning three percent (3%) or more of the total outstanding equitysecurities of New Holdco (these two directors shall hereinafter be referred to as the “Public Directors”). Untilthe date (the “Termination Date”) on which the Stockholders beneficially own (as defined under the SecuritiesExchange Act of 1934, as amended) less than 5% of the outstanding shares of voting securities of New Holdcoissued as Stock Consideration to stockholders in connection with the Merger (“Required Percentage”), inconnection with each election of Public Directors, New Holdco shall: (i) nominate as Public Directors onecandidate who shall be a United States citizen and shall be selected by Highfields Management and onecandidate who shall be a United States citizen and shall be selected by New Holdco’s nominating committeeafter consultation with Highfields Management and any Public Holder owning three percent (3%) or more ofthe total outstanding equity securities of New Holdco, (ii) recommend the election of such candidates,(iii) solicit proxies for the election of such candidates, and (iv) to the extent authorized by stockholdersgranting proxies, vote the voting securities represented by all proxies granted by stockholders in connectionwith the solicitation of proxies by the Board for such meeting, in favor of such candidates. The Parents andtheir affiliates agree to vote all shares of voting securities which they own and which are eligible to vote for theelection of the Public Directors in favor of such candidates’ election of the Public Directors.

(b) If a Public Director dies or is disabled such that he or she is rendered unable to serve on the Boardprior to the Termination Date, a replacement shall be named in accordance with the provisions set forth inparagraph (a) above.

(c) Until the Termination Date, (i) New Holdco shall, subject to the New Holdco Board’s fiduciaryduties, cause at least one Public Director to be appointed to each of the committees of the Board of NewHoldco, and (ii) if the Public Director serving on any such committee shall cease to serve as a director of NewHoldco for any reason or otherwise is unable to fulfill his or her duties on any such committee, New Holdco,subject to the fiduciary duties of the New Holdco Board, shall cause the director to be succeeded by anotherPublic Director.

(d) Notwithstanding the foregoing provisions, at no time may any of the foregoing actions be taken if, asa result of actions taken or of investments of the Stockholders, New Holdco or its affiliates would not bequalified under the Communications Act to control the Company FCC Licenses (as in effect on the date of suchaction) or such actions or investments would cause any other violations by New Holdco or its affiliates of theCommunications Act or the FCC’s rules. Highfields Management is owned and controlled solely byU.S. persons.

(e) (i) Highfields Management acknowledges that, as a result of the rights granted under this Section 6,Highfields Management may be deemed to hold an attributable interest in New Holdco, the Company or theiraffiliates under the regulations of the Federal Communications Commission (“FCC”) pertaining to theownership and operation of radio and television stations and daily newspapers of general circulation. In theevent that it is determined that Highfields Management or any affiliate of Highfields Management holds anattributable interest in New Holdco, the Company or any of their affiliates as a result of the rights granted underSections 6(a) and (b), then, unless Highfields Management and any such affiliate of Highfields Managementpromptly relinquish in writing the rights of Highfields Management under Sections 6(a) and (b) to the extentnecessary to render non-attributable any interest of such party in New Holdco, the Company, or their affiliatesor promptly take other measures to render any such interest non-attributable, Highfields Management and anysuch affiliate of Highfields Management shall furnish and certify promptly to New Holdco such information,or such additional information, as New Holdco may reasonably request and make, in cooperation with New

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Holdco, such filings with or disclosures to the FCC as are applicable to persons holding attributable interests inNew Holdco, the Company or any of their affiliates.

(ii) Highfields Management represents (a) that, to the extent it may be deemed to hold an attributableinterest in New Holdco, the Company or any of their affiliates, it is legally qualified to hold such an attributableinterest in a broadcast licensee under FCC regulations and (b) that none of (i) Highfields Management, (ii) anyperson holding an attributable interest in or through Highfields Management, or (iii) any person nominated ordesignated by Highfields Management to serve on the Board of New Holdco holds or will hold either (A) anyattributable interest in any radio or television station or daily newspaper of general circulation (other than inthe radio and television stations owned by the Company) in any market in which New Holdco, the Company orany of their affiliates has any attributable media interest, or (B) any other media interest that New Holdcodetermines in good faith after good faith consultation with its FCC counsel and FCC counsel for HighfieldsManagement, reasonably could be expected to impede or delay the ability of the New Holdco, the Company ortheir affiliates to hold or acquire interests in radio or television stations or daily newspapers of generalcirculation or to obtain any regulatory approval necessary or appropriate for the consummation of thetransactions described in the Agreement and Plan of Merger (the interests described in (A) and (B) immediatelyabove being referred to hereafter as “Conflicting Interests.”) The terms “attributable,” “attributable interest,”“radio and television station,” “market” and “daily newspaper of general circulation” as used in thisAgreement shall be construed consistent with 47 C.F.R. § 73.3555 (or any successor provision) of theregulations of the FCC and the notes thereto, as in effect from time to time. With respect to HighfieldsManagement, the term “affiliate” shall include any person or entity controlling, controlled by or undercommon control with Highfields Management and shall also be deemed to include any Stockholder. In theevent that Highfields Management, any person holding an attributable interest in or through HighfieldsManagement, or any nominee or designee of Highfields Management to the Board of New Holdco holds or isanticipated to hold a Conflicting Interest, Highfields Management and its affiliates shall take Curative Action,as defined below. “Curative Action” means action promptly taken (but in any event within twenty (20) calendardays or such lesser period as may be necessary to avoid delay in obtaining necessary regulatory approvals) bywhich a party shall (A) divest or cause the divestiture of any Conflicting Interest, (B) render the ConflictingInterest non-attributable; (C) render any interest of such party in New Holdco, the Company, and their affiliatesnon-attributable, or (D) relinquish any rights under Section 6(a) and (b) to the extent necessary to render non-attributable any interest of such party in New Holdco, the Company, or their affiliates.

(iii) If any affiliate of Highfields Management other than Highfields Management should be deemed tohold or anticipated to hold an attributable interest in New Holdco, the Company or any of their affiliates,Highfields Management and any such affiliate of Highfields Management shall immediately notify NewHoldco and shall either

a. certify to New Holdco in writing (a) that such Highfields Management affiliate is legally qualifiedto hold such an attributable interest in a broadcast licensee under FCC regulations and (b) that none of(i) such Highfields Management affiliate or (ii) any person holding an attributable interest in or throughsuch Highfields Management affiliate holds or will hold a Conflicting Interest; or

b. if Highfields Management and such Highfields Management affiliate are not able or do not electso to certify, Highfields Management and its affiliate shall take Curative Action.

(iv) New Holdco shall cooperate with Highfields Management and any affiliate of Highfields Manage-ment, subject to their compliance with this Section 6(e), to minimize any request for information pursuant toSection 10.2 of the Amended and Restated Certificate of Incorporation of Holdco and shall consult in goodfaith with Highfields Management and any affiliate of Highfields Management from which any informationmay be sought to avoid any unnecessary burden in the obtaining of information necessary to fulfill respon-sibilities of Holdco, the Company and their affiliates to monitor compliance and complete reports and othersubmissions as may be required from time to time by the FCC.

7. No Solicitation. From and after the date hereof until the Expiration Date, each Stockholder and each of itsaffiliates will not solicit proxies or become a “participant” in any solicitation (as such terms are defined inRegulation 14A under the Securities Exchange Act of 1934) in opposition to the solicitation of proxies by the

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Company and the Parents for the Agreement and Plan of Merger. From and after the date hereof until the ExpirationDate, in all public statements and public filings made with respect to the voting of the Covered Shares, eachStockholder and its affiliates will indicate that they are voting in favor of the Agreement and Plan of Merger andotherwise in accordance with Section 1 above.

8. Survival of Representations and Warranties. The representations and warranties contained herein shallnot be deemed waived or otherwise affected by any investigation made by the other parties hereto. Other than therepresentations and warranties set forth in Section 5(e) which shall expire on the Letter Termination Date, therepresentations and warranties contained herein shall expire with, and be terminated and extinguished upon,consummation of the Merger or termination of this Agreement in accordance with the terms hereof, but no partyshall be relieved for prior breach thereof.

9. Specific Enforcement. Each Stockholder has signed this Agreement intending to be legally bound thereby.Each Stockholder expressly agrees that this Agreement shall be specifically enforceable in any court of competentjurisdiction in accordance with its terms against such Stockholder.

10. Counterparts. This Agreement may be executed in one or more counterparts, each of which will bedeemed an original but all of which together shall constitute one and the same instrument.

11. No waivers. No waivers of any breach of this Agreement extended by New Holdco, Parents or Mergercoto the Stockholders shall be construed as a waiver of any rights or remedies of New Holdco, the Parents or Mergercowith respect to any other stockholder of the Company who has executed an agreement substantially in the form ofthis Agreement with respect to shares of the Company held or subsequently held by such stockholder or with respectto any subsequent breach of the Stockholder or any other such stockholder of the Company. No waiver of anyprovisions hereof by either party shall be deemed a waiver of any other provisions hereof by any such party, nor shallany such waiver be deemed a continuing waiver of any provision hereof by such party.

12. Entire Agreement. This Agreement supersedes all prior agreements, written or oral, among the partieshereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect tothe subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisionshereof may be modified or waived, except by an instrument in writing signed by each party hereto.

13. Notices. All notices and other communications hereunder shall be in writing and shall be sufficient ifsent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at theaddressee’s location on any business day after 5:00 p.m. (addressee’s local time) shall be deemed to have beenreceived at 9:00 a.m. (addressee’s local time) on the next business day), by reliable overnight delivery service (withproof of service), hand delivery or certified or registered mail (return receipt requested and first-class postageprepaid), addressed as follows (or at such other address for a party as shall be specified in a notice given inaccordance with this Section):

(i) if to the Stockholders:

Highfields Capital Management200 Clarendon StreetBoston, MA 02117Attn: Joseph F. MazzellaPhone: (617) 850-7500Facsimile: (617) 850-7620

with a copy to:

Goodwin Procter LLPExchange PlaceBoston, Massachusetts02109 Attn: Joseph L.Johnson IIIPhone: (617) 570-1633Facsimile: (617) 523-1231

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(ii) if to the Parents, New Holdco or Mergerco to:

Bain Capital Partners, LLC111 Huntington AvenueBoston, MA 02199Phone: (617) 516-2000Fax: (617) 516-2010Attention: John Connaughton

and

Thomas H. Lee Partners, L.P.100 Federal StreetBoston, MA 02110Phone: (617) 227-1050Fax: (617) 227-3514Attn: Scott Sperling

with a copy to:

Ropes & Gray LLPOne International PlaceBoston, MA 02110Phone: (617) 951-7000Fax: (617) 951-7050Attn: David C. Chapin

Any party to this Agreement may give any notice or other communication hereunder using any other means(including personal delivery, messenger service, telex, ordinary mail or electronic mail), but no such notice of othercommunication shall be deemed to have been duly given unless and until it actually is received by the party forwhom it is intended. Any party to this Agreement may change the address to which notices and other commu-nications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein setforth.

14. No Third Party Beneficiaries. This Agreement is not intended, and shall not be deemed, to confer anyrights or remedies upon any person other than the parties hereto and their. respective successors and permittedassigns or to otherwise create any third-party beneficiary hereto.

15. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreementmay be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties heretowithout the prior written consent of the other parties, and any such assignment without such prior written consentshall be null and void, except that New Holdco and Mergerco may assign this Agreement to any direct or indirectwholly owned subsidiary of New Holdco or Mergerco, as the case may be, without the consent of the Stockholders(provided that New Holdco or Mergerco, as the case may be, shall remain liable for all of its obligations under thisAgreement) and the Stockholders may assign this Agreement (other than the rights of Highfields Managementunder Section 6 hereof) in connection with any permitted transfer of shares hereunder (provided that the transfereeagrees in writing to be bound by the terms of this Agreement). Subject to the preceding sentence, this Agreementshall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respectivesuccessors and permitted assigns, heirs, executors, administrators and other legal representatives, as the case maybe.

16. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of beingenforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shallnevertheless remain in full force and effect so long as the economic or legal substance of the transactionscontemplated hereby is not affected in any manner materially adverse to any party. Upon such determination thatany term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate ingood faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a

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mutually acceptable manner in order that the transactions contemplated hereby be consummated as originallycontemplated to the fullest extent possible.

17. Interpretation. When reference is made in this Agreement to a Section, such reference shall be to aSection of this Agreement, unless otherwise indicated. The headings contained in this Agreement are forconvenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to expresstheir mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context mayrequire, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms,and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal,state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder,unless the context requires otherwise. Whenever the words “include,” “includes” or “including” are used in thisAgreement, they shall be deemed to be followed by the words “without limitation.” No summary of this Agreementprepared by the parties shall affect in any way the meaning or interpretation of this Agreement.

18. Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that maybe based upon, arise out or relate to this Agreement or the negotiation, execution or performance of this Agreement(including any claim or cause of action based upon, arising out of or related to any representation or warranty madein or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by theinternal laws of the State of New York without giving effect to any choice or conflict of laws provision or rule.

19. Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted byapplicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising outof, under or in connection with this Agreement. Each of the parties hereto (a) certifies that no representative, agentor attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event oflitigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other parties hereto have beeninduced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 19.

20. Headings. The descriptive headings contained in this Agreement are included for convenience ofreference only and shall not affect in any way the meaning or interpretation of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed individually or byits respective duly authorized officer as of the date first written above.

STOCKHOLDERS:

HIGHFIELDS CAPITAL I LP

By: Highfields Associates LLC, its General Partner

By: /s/ Joseph F. Mazzella

Name: Joseph F. MazzellaTitle: Authorized Signatory

HIGHFIELDS CAPITAL II LP

By: Highfields Associates LLC, its General Partner

By: /s/ Joseph F. Mazzella

Name: Joseph F. MazzellaTitle: Authorized Signatory

HIGHFIELDS CAPITAL III LP

By: Highfields Associates LLC, its General Partner

By: /s/ Joseph F. Mazzella

Name: Joseph F. MazzellaTitle: Authorized Signatory

HIGHFIELDS CAPITAL MANAGEMENT LP

By: /s/ Joseph F. Mazzella

Name: Joseph F. MazzellaTitle: Managing Director

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MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.

By: /s/ Scott Sperling

Name: Scott SperlingTitle: Co-President

PARENTS:

B TRIPLE CROWN FINCO, LLC

By: /s/ John Connaughton

Name: John ConnaughtonTitle: Managing Director

T TRIPLE CROWN FINCO, LLC

By: /s/ Scott Sperling

Name: Scott SperlingTitle: Co-President

NEW HOLDCO:

BT TRIPLE CROWN CAPITAL HOLDINGS III,INC.

By: /s/ Scott Sperling

Name: Scott SperlingTitle: President

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The undersigned parties are executing this Agreement solely to evidence their agreement, as follows: (a) to usetheir reasonable best efforts to cause Mergerco, the Parents and New Holdco to perform, in all material respects,their obligations set forth herein to be performed by them for so long as such obligations are in effect, and (b) to usetheir reasonable best efforts to prevent Mergerco, the Parents and New Holdco from taking any actions that wouldbe inconsistent, in any material respect, with their performance of such obligations for so long as such obligationsare in effect.

BAIN CAPITAL FUND IX, L.P.BY: BAIN CAPITAL PARTNERS, IX, L.P., ITS GENERAL PARTNER

BY: BAIN CAPITAL INVESTORS, LLC, ITS GENERAL PARTNER

By: /s/ John P. Connaughton

Name: John P. ConnaughtonTitle: Managing Director

THOMAS H. LEE EQUITY FUND VI, L.P.BY: THL EQUITY ADVISORS VI, LLC, ITS GENERAL PARTNER

BY: THOMAS H. LEE PARTNERS, L.P., ITS SOLE MEMBER

BY: THOMAS H. LEE ADVISORS, LLC, ITS GENERAL PARTNER

By: /s/ Scott M. Sperling

Name: Scott M. SperlingTitle: Co-President

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ANNEX E

OPINION OF GOLDMAN, SACHS & CO.

PERSONAL AND CONFIDENTIAL

May 17, 2007

Board of DirectorsClear Channel Communications, Inc.200 East Basse RoadSan Antonio, TX 78209

Madame and Gentlemen:

You have requested our opinion as to the fairness from a financial point of view to the holders of Public Shares(as defined in the Agreement (as defined below)) of the $39.20 in cash per Public Share (the “Cash Consideration”)that holders of Public Shares can elect to receive pursuant to the Agreement and Plan of Merger, dated as ofNovember 16, 2006, by and among BT Triple Crown Merger Co., Inc., an affiliate of Bain Capital Partners, LLC(“Bain”) and Thomas H. Lee Partners, L.P. (“THLee” and, together with Bain, the “Investors”), B Triple CrownFinco, LLC, an affiliate of Bain, T Triple Crown Finco, LLC, an affiliate of THLee, BT Triple Crown CapitalHoldings III, Inc. (“New Holdco”) and Clear Channel Communications, Inc. (the “Company”), as amended byAmendment No. 1 thereto, dated as of April 18, 2007, and Amendment No. 2 thereto, dated as of May 17, 2007 (the“Agreement”). We understand that holders of Public Shares may elect to receive one share of Class A commonstock, par value $0.001 per share (the “New Holdco Class A Common Stock”), of New Holdco in lieu of the CashConsideration, subject to proration as set forth in the Agreement such that the maximum aggregate number ofPublic Shares to be converted into the right to receive New Holdco Class A Common Stock shall not exceed30,612,245. We also understand that under the Agreement, if the Effective Time (as defined in the Agreement)occurs after January 1, 2008, the holders of Public Shares will also receive the Additional Per Share Consideration(as defined in the Agreement) in cash.

Goldman, Sachs & Co. and its affiliates, as part of their investment banking business, are continually engagedin performing financial analyses with respect to businesses and their securities in connection with mergers andacquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted secu-rities, private placements and other transactions as well as for estate, corporate and other purposes. We have acted asfinancial advisor to the Company in connection with, and have participated in certain of the negotiations leading to,the transaction contemplated by the Agreement (the “Transaction”). We expect to receive fees for our services inconnection with the Transaction, the principal portion of which is contingent upon consummation of the Trans-action, and the Company has agreed to reimburse our expenses and indemnify us against certain liabilities arisingout of our engagement. We also have provided and are currently providing certain investment banking services tothe Company, including having acted as global coordinator and senior bookrunning manager in connection with theinitial public offering of 35,000,000 shares of Class A common stock, par value $0.01 per share (the “OutdoorClass A Common Stock”), of Clear Channel Outdoor Holdings, Inc., a subsidiary of the Company (“Outdoor”), inNovember 2005, as financial advisor to the Company in connection with the spin-off of Live Nation, Inc., a formersubsidiary of the Company, in December 2005 and as financial advisor to the Company in connection with theannounced sale of the Company’s television assets to Providence Equity Partners Inc. In addition, at the request ofthe Board of Directors of the Company, Goldman Sachs Credit Partners L.P., an affiliate of Goldman, Sachs & Co.,made available a financing package to the Investors in connection with a potential transaction.

We have provided and are currently providing certain investment banking services to THLee and its affiliatesand portfolio companies, including having acted as financial advisor to Houghton Mifflin Holding Company, Inc., aformer portfolio company of THLee, in connection with its sale in December 2006, as joint lead arranger and jointbookrunner in connection with senior secured credit facilities (aggregate principal amount $5,000,000,000) inconnection with the acquisition of Aramark Corporation by THLee acting together with a consortium of privateequity companies and management in January 2007 and as joint lead arranger and joint bookrunner in connectionwith senior secured credit facilities (aggregate principal amount $1,600,000,000) of Spectrum Brands, Inc., aportfolio company of THLee, in April 2007. We have provided and are currently providing certain investment

E-1

banking services to Bain and its affiliates and portfolio companies, including having acted as lead arranger inconnection with the leveraged recapitalization of Brenntag AG, a former portfolio company of Bain (“Brenntag”),in January 2006, as co-financial advisor to Brenntag in connection with its sale in September 2006 and as financialadvisor to Houghton Mifflin Holding Company, Inc., a former portfolio company of Bain, in connection with itssale in December 2006.

We also may provide investment banking services to the Company and its affiliates and each of the Investorsand their respective affiliates and portfolio companies in the future. In connection with the above-describedinvestment banking services we have received, and may receive, compensation.

Goldman, Sachs & Co. is a full service securities firm engaged, either directly or through its affiliates, insecurities trading, investment management, financial planning and benefits counseling, risk management, hedging,financing and brokerage activities for both companies and individuals. In the ordinary course of these activities,Goldman, Sachs & Co. and its affiliates may provide such services to the Company and its affiliates and each of theInvestors and their respective affiliates and portfolio companies, actively trade the debt and equity securities (orrelated derivative securities) of the Company and the respective affiliates and portfolio companies of each of theInvestors for their own account and for the accounts of their customers and at any time hold long and short positionsof such securities. Affiliates of Goldman, Sachs & Co. have co-invested with each of the Investors and theirrespective affiliates from time to time and such affiliates of Goldman, Sachs & Co. have invested and may invest inthe future in limited partnership units of affiliates of each of the Investors.

In connection with this opinion, we have reviewed, among other things, the Agreement; annual reports toshareholders and Annual Reports on Form 10-K of the Company for the five years ended December 31, 2006 and forOutdoor for the two years ended December 31, 2006; Outdoor’s Registration Statement on Form S-1, including theprospectus contained therein, dated November 10, 2005, relating to the Outdoor Class A Common Stock; certaininterim reports to shareholders and Quarterly Reports on Form 10-Q of the Company and Outdoor; certain othercommunications from the Company and Outdoor to their respective shareholders; and certain internal financialanalyses and forecasts for the Company prepared by the management of the Company, which included certainassessments with respect to the likelihood of achieving such forecasts for the Company and financial analyses andforecasts for Outdoor. We also have held discussions with members of the senior managements of the Company andOutdoor regarding their assessment of the past and current business operations, financial condition and futureprospects of the Company and Outdoor. In addition, we have reviewed the reported price and trading activity for thecommon stock, par value $0.10 per share (the “Company Common Stock”), of the Company and the OutdoorClass A Common Stock, compared certain financial and stock market information for the Company and Outdoorwith similar information for certain other companies the securities of which are publicly traded, reviewed thefinancial terms of certain recent business combinations in the broadcasting and outdoor advertising industriesspecifically and in other industries generally and performed such other studies and analyses, and considered suchother factors, as we considered appropriate.

We have relied upon the accuracy and completeness of all of the financial, accounting, legal, tax and otherinformation discussed with or reviewed by us and have assumed such accuracy and completeness for purposes ofrendering this opinion. In addition, we have not made an independent evaluation or appraisal of the assets andliabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company, Outdooror any of their respective subsidiaries and we have not been furnished with any such evaluation or appraisal.

Our opinion does not address the underlying business decision of the Company to engage in the Transaction orthe relative merits of the Transaction as compared to any alternative transaction that might be available to theCompany. We express no opinion as to the impact of the Transaction on the solvency or viability of New Holdco orthe ability of New Holdco to pay its obligations when they become due. Our opinion is necessarily based oneconomic, monetary, market and other conditions as in effect on, and the information made available to us as of, thedate hereof. Our advisory services and the opinion expressed herein are provided for the information and assistanceof the Board of Directors of the Company in connection with its consideration of the Transaction and such opiniondoes not constitute a recommendation as to how any holder of Company Common Stock should vote or make anyelection with respect to such Transaction.

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We are not expressing any opinion herein as to the value of the New Holdco Class A Common Stock or theprices at which the New Holdco Class A Common Stock may trade if and when they are issued or whether anymarket would develop for the New Holdco Class A Common Stock.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Cash Consideration tobe received by the holders of Public Shares pursuant to the Agreement is fair from a financial point of view to suchholders.

Very truly yours,

/s/ Goldman, Sachs & Co.

(GOLDMAN, SACHS & CO.)

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ANNEX F

ARTICLE 5.12 OF THE TEXAS BUSINESS CORPORATIONS ACT

5.12. Procedure for Dissent by Shareholders as to Said Corporate Actions

A. Any shareholder of any domestic corporation who has the right to dissent from any of the corporate actionsreferred to in Article 5.11 of this Act may exercise that right to dissent only by complying with the followingprocedures:

(1) (a) With respect to proposed corporate action that is submitted to a vote of shareholders at a meeting,the shareholder shall file with the corporation, prior to the meeting, a written objection to the action, setting outthat the shareholder’s right to dissent will be exercised if the action is effective and giving the shareholder’saddress, to which notice thereof shall be delivered or mailed in that event. If the action is effected and theshareholder shall not have voted in favor of the action, the corporation, in the case of action other than amerger, or the surviving or new corporation (foreign or domestic) or other entity that is liable to discharge theshareholder’s right of dissent, in the case of a merger, shall, within ten (10) days after the action is effected,deliver or mail to the shareholder written notice that the action has been effected, and the shareholder may,within ten (10) days from the delivery or mailing of the notice, make written demand on the existing, surviving,or new corporation (foreign or domestic) or other entity, as the case may be, for payment of the fair value of theshareholder’s shares. The fair value of the shares shall be the value thereof as of the day immediately precedingthe meeting, excluding any appreciation or depreciation in anticipation of the proposed action. The demandshall state the number and class of the shares owned by the shareholder and the fair value of the shares asestimated by the shareholder. Any shareholder failing to make demand within the ten (10) day period shall bebound by the action.

(b) With respect to proposed corporate action that is approved pursuant to Section A of Article 9.10 ofthis Act, the corporation, in the case of action other than a merger, and the surviving or new corporation(foreign or domestic) or other entity that is liable to discharge the shareholder’s right of dissent, in the case of amerger, shall, within ten (10) days after the date the action is effected, mail to each shareholder of record as ofthe effective date of the action notice of the fact and date of the action and that the shareholder may exercise theshareholder’s right to dissent from the action. The notice shall be accompanied by a copy of this Article andany articles or documents filed by the corporation with the Secretary of State to effect the action. If theshareholder shall not have consented to the taking of the action, the shareholder may, within 20 days after themailing of the notice, make written demand on the existing, surviving, or new corporation (foreign ordomestic) or other entity, as the case may be, for payment of the fair value of the shareholder’s shares. The fairvalue of the shares shall be the value thereof as of the date the written consent authorizing the action wasdelivered to the corporation pursuant to Section A of Article 9.10 of this Act, excluding any appreciation ordepreciation in anticipation of the action. The demand shall state the number and class of shares owned by thedissenting shareholder and the fair value of the shares as estimated by the shareholder. Any shareholder failingto make demand within the 20 day period shall be bound by the action.

(2) Within 20 days after receipt by the existing, surviving, or new corporation (foreign or domestic) orother entity, as the case may be, of a demand for payment made by a dissenting shareholder in accordance withSubsection (1) of this Section, the corporation (foreign or domestic) or other entity shall deliver or mail to theshareholder a written notice that shall either set out that the corporation (foreign or domestic) or other entityaccepts the amount claimed in the demand and agrees to pay that amount within 90 days after the date on whichthe action was effected, and, in the case of shares represented by certificates, upon the surrender of thecertificates duly endorsed, or shall contain an estimate by the corporation (foreign or domestic) or other entityof the fair value of the shares, together with an offer to pay the amount of that estimate within 90 days after thedate on which the action was effected, upon receipt of notice within 60 days after that date from the shareholderthat the shareholder agrees to accept that amount and, in the case of shares represented by certificates, upon thesurrender of the certificates duly endorsed.

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(3) If, within 60 days after the date on which the corporate action was effected, the value of the shares isagreed upon between the shareholder and the existing, surviving, or new corporation (foreign or domestic) orother entity, as the case may be, payment for the shares shall be made within 90 days after the date on which theaction was effected and, in the case of shares represented by certificates, upon surrender of the certificates dulyendorsed. Upon payment of the agreed value, the shareholder shall cease to have any interest in the shares or inthe corporation.

B. If, within the period of 60 days after the date on which the corporate action was effected, the shareholderand the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, do not soagree, then the shareholder or the corporation (foreign or domestic) or other entity may, within 60 days after theexpiration of the 60 day period, file a petition in any court of competent jurisdiction in the county in which theprincipal office of the domestic corporation is located, asking for a finding and determination of the fair value of theshareholder’s shares. Upon the filing of any such petition by the shareholder, service of a copy thereof shall be madeupon the corporation (foreign or domestic) or other entity, which shall, within ten (10) days after service, file in theoffice of the clerk of the court in which the petition was filed a list containing the names and addresses of allshareholders of the domestic corporation who have demanded payment for their shares and with whom agreementsas to the value of their shares have not been reached by the corporation (foreign or domestic) or other entity. If thepetition shall be filed by the corporation (foreign or domestic) or other entity, the petition shall be accompanied bysuch a list. The clerk of the court shall give notice of the time and place fixed for the hearing of the petition byregistered mail to the corporation (foreign or domestic) or other entity and to the shareholders named on the list atthe addresses therein stated. The forms of the notices by mail shall be approved by the court. All shareholders thusnotified and the corporation (foreign or domestic) or other entity shall thereafter be bound by the final judgment ofthe court.

C. After the hearing of the petition, the court shall determine the shareholders who have complied with theprovisions of this Article and have become entitled to the valuation of and payment for their shares, and shallappoint one or more qualified appraisers to determine that value. The appraisers shall have power to examine any ofthe books and records of the corporation the shares of which they are charged with the duty of valuing, and they shallmake a determination of the fair value of the shares upon such investigation as to them may seem proper. Theappraisers shall also afford a reasonable opportunity to the parties interested to submit to them pertinent evidence asto the value of the shares. The appraisers shall also have such power and authority as may be conferred on Masters inChancery by the Rules of Civil Procedure or by the order of their appointment.

D. The appraisers shall determine the fair value of the shares of the shareholders adjudged by the court to beentitled to payment for their shares and shall file their report of that value in the office of the clerk of the court.Notice of the filing of the report shall be given by the clerk to the parties in interest. The report shall be subject toexceptions to be heard before the court both upon the law and the facts. The court shall by its judgment determinethe fair value of the shares of the shareholders entitled to payment for their shares and shall direct the payment ofthat value by the existing, surviving, or new corporation (foreign or domestic) or other entity, together with interestthereon, beginning 91 days after the date on which the applicable corporate action from which the shareholderelected to dissent was effected to the date of such judgment, to the shareholders entitled to payment. The judgmentshall be payable to the holders of uncertificated shares immediately but to the holders of shares represented bycertificates only upon, and simultaneously with, the surrender to the existing, surviving, or new corporation (foreignor domestic) or other entity, as the case may be, of duly endorsed certificates for those shares. Upon payment of thejudgment, the dissenting shareholders shall cease to have any interest in those shares or in the corporation. The courtshall allow the appraisers a reasonable fee as court costs, and all court costs shall be allotted between the parties inthe manner that the court determines to be fair and equitable.

E. Shares acquired by the existing, surviving, or new corporation (foreign or domestic) or other entity, as thecase may be, pursuant to the payment of the agreed value of the shares or pursuant to payment of the judgmententered for the value of the shares, as in this Article provided, shall, in the case of a merger, be treated as provided in

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the plan of merger and, in all other cases, may be held and disposed of by the corporation as in the case of othertreasury shares.

F. The provisions of this Article shall not apply to a merger if, on the date of the filing of the articles of merger,the surviving corporation is the owner of all the outstanding shares of the other corporations, domestic or foreign,that are parties to the merger.

G. In the absence of fraud in the transaction, the remedy provided by this Article to a shareholder objecting toany corporate action referred to in Article 5.11 of this Act is the exclusive remedy for the recovery of the value of hisshares or money damages to the shareholder with respect to the action. If the existing, surviving, or new corporation(foreign or domestic) or other entity, as the case may be, complies with the requirements of this Article, anyshareholder who fails to comply with the requirements of this Article shall not be entitled to bring suit for therecovery of the value of his shares or money damages to the shareholder with respect to the action.

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